Goldiam International Annual Report 21-22
Goldiam International Annual Report 21-22
Goldiam International Annual Report 21-22
Dear Sir/Madam,
Subject: Notice of 35th Annual General Meeting and Annual Report 2021-22
We wish to inform you that pursuant to Regulation 30 and Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please
find enclosed the Annual Report of Goldiam International Limited ("Company") for the FY 2021-
22 along with the Notice of 35th Annual General Meeting ("AGM") scheduled to be held on
Wednesday, September 28, 2022 at 11:00 a.m. IST through Video Conferencing (“VC”) / Other
Audio Visual Means (“OAVM”) facility.
In compliance with the applicable provisions of the Companies Act, 2013, rules framed
thereunder and the Listing Regulations read with MCA General Circular No. 14/2020 dated
April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020
dated May 5, 2020, General Circular No. 2/2021 dated January 15, 2021, General Circular No.
21/2021 dated December 14, 2021 and General Circular No. 3/2022 dated May 5, 2022, SEBI
Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI Circular No.
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 and
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, the Notice of AGM and the Annual
Report of the Company for FY 2021-22 has been sent through electronic mode to all the
members of the Company at their registered email addresses.
In terms of Section 108 of the Companies Act, 2013 read with Companies (Management &
Administration) Rules, 2014 (as amended), and Regulation 44 of the Listing Regulations, the
Company is providing the facility to its members (holding shares either in physical or
dematerialized form) to exercise their right to vote by electronic means on the businesses
specified in the Notice convening the AGM of the Company (“Remote e-voting”).
The Company is also offering the facility to the Members to cast their vote electronically during
the AGM. Accordingly, the Company has fixed Wednesday, September 21, 2022 as the cut-off
date to determine the eligibility of the members to cast their vote by electronic means and e-
voting during the AGM.
The voting rights of Members shall be in the proportion to their shares of the paid-up equity
share capital of the Company as on the cut-off date of Wednesday, September 21, 2022.
RegisteredOffice
Gems & Jewellery Complex, Santacruz Electronics Export Processing Zone, Andheri (East), Mumbai-400096. India
Phones: (022) 28291893/28290396/28292397 Fax : (022) 28292885 Email:- [email protected]
Website: www.goldiam.com
The Notice of AGM along with the Annual Report for the financial year 2021-22 is also being
made available on the website of the Company at www.goldiam.com
2. Remote e-voting period will Sunday, September 25, 2022 at 9.00 a.m.
commence on
3. Remote e-voting period will end on Tuesday, September 27, 2022 at 5.00 p.m.
Thanking you,
Yours faithfully,
For Goldiam International Limited
Digitally signed by PANKAJ PARKHIYA
DN: c=IN, o=Personal,
PANKAJ 2.5.4.20=20fe52eeeffb9343afb0e340d5
a6fdbc7c635c54f077beb9849a60a7f697
db37, postalCode=400068,
st=Maharashtra,
PARKHIYA serialNumber=6589d711b0fc6c5e6f464
13237fe671e0af1f76000d17313054b76
1f06d7060f, cn=PANKAJ PARKHIYA
Date: 2022.09.01 09:48:47 +05'30'
Pankaj Parkhiya
Company Secretary
Encl.: As above
RegisteredOffice
Gems & Jewellery Complex, Santacruz Electronics Export Processing Zone, Andheri (East), Mumbai-400096. India
Phones: (022) 28291893/28290396/28292397 Fax : (022) 28292885 Email:- [email protected]
Website: www.goldiam.com
Annual Report 2021-22
BOARD OF DIRECTORS REGISTERED OFFICE
Rashesh M. Bhansali Executive Chairman Goldiam International Limited
CIN: L36912MH1986PLC041203
Ajay M. Khatlawala Director - Independent Gems & Jewellery Complex, MIDC,
Dr. R. Srinivasan Director - Independent SEEPZ, Andheri (East), Mumbai - 400 096
(Resigned on 28-Aug-2021) Website: www.goldiam.com
Pannkaj C Ghadiali Director - Independent E-mail: [email protected]
Tulsi Gupta Non-Executive Non -
Independent Director DIAMOND PROCUREMENT OFFICE
Anmol R. Bhansali Whole-Time Director The Capital Office No. 1107, A Wing,
Nipa Utpal Sheth Director-Independent 11th Floor, Plot No. C-70, G Block,
Bandra (East), Mumbai 400051.
BOARD COMMITTEES
REGISTRAR AND TRANSFER AGENTS
Audit Committee M/s. Link Intime India Pvt. Ltd.
Ajay M. Khatlawala C-101, 247 Park, L. B. S. Marg,
Pannkaj C Ghadiali Vikhroli (West), Mumbai - 400 083
Rashesh M. Bhansali E-mail: [email protected]
Nipa Utpal Sheth
Listing
Stake Holder Relationship Committee BSE Limited
Ajay M. Khatlawala National Stock Exchange of India Limited
Rashesh M. Bhansali
Nipa Utpal Sheth
1
Goldiam International Limited
GOLDIAM INTERNATIONAL LIMITED
CIN: L36912MH1986PLC041203
Registered Office Address: Gems & Jewellery Complex, M.I.D.C., SEEPZ, Andheri (East), Mumbai – 400 096.
Tel: (022) 2829 1893, 2829 0396, 2829 2397 | Fax: (022) 2829 2885, 2829 0418
Email: [email protected] | Website: www.goldiam.com
NOTICE
NOTICE is hereby given that the THIRTY-FIFTH ANNUAL retiring auditors, M/s J. D. Zatakia & Co., Chartered
GENERAL MEETING of the Members of GOLDIAM Accountants, for a term of five years commencing
INTERNATIONAL LIMITED will be held on Wednesday, from the conclusion of this 35th Annual General
September 28, 2022 at 11.00 a.m.(IST) through Video Meeting till the conclusion of the 40th Annual General
Conferencing/ Other Audio Visual Means (“VC/OAVM”) Meeting of the Company to be held in the year 2027
Facility, to transact the following business: at such remuneration plus service tax, out-of-pocket
ORDINARY BUSINESS: expenses, as may be mutually agreed upon by the
Board of Directors and the Statutory Auditors.
1. Adoption of annual audited Financial Statement
and Reports thereon RESOLVED FURTHER THAT the Board of Directors
and/or Mr. Pankaj Parkhiya, Company Secretary
To receive, consider and adopt: and/or any person authorised by the Board, be and
a. the audited Standalone financial statement of is hereby severally authorized to settle any question,
the Company for the financial year ended March difficulty or doubt, that may arise in giving effect to
31, 2022, the Reports of Directors and Auditors this resolution and to do all such acts, deeds and
thereon, and things as may be necessary, expedient and desirable
for the purpose of giving effect to this resolution.”
b. the audited consolidated financial statement of
the Company for the financial year ended March SPECIAL BUSINESS
31, 2022. 5. Re-appointment of Mr. Anmol Rashesh Bhansali,
2. Declaration of Dividend Whole- Time Director (DIN 07931599) for another
term of five consecutive years and to pay
To confirm 1st interim dividend of ` 3/- (i.e. 30%) on
remuneration for the period of three years with
each paid up equity share of `10/- already paid for
effect from November 25, 2022.
the financial year ended March 31, 2022 and declare
final dividend of `0.60/-(i.e. 30%) on each paid up To consider and, if thought fit, to pass the following
equity share of `2/- for the financial year ended resolution as a Special Resolution:
March 31, 2022. “RESOLVED THAT in accordance with the
3. Appointment of Director in place of those retiring provisions of Sections 196, 197 and 198 read with
by rotation Schedule V and all other applicable provisions, if
any, of the Act and the Companies (Appointment
To appoint a Director in place of Mr.Rashesh Manhar
and Remuneration of Managerial Personnel)
Bhansali (DIN 00057931), who retires by rotation
Rules, 2014 and regulation 17(6)(e) of the SEBI
and, being eligible, offers himself for re-appointment.
(Listing Obligations and Disclosure Requirements)
4. Appointment of Statutory Auditors of the (Amendment) Regulations, 2018 (including any
Company statutory modification(s) or re-enactment thereof,
To consider and, if thought fit, to pass the following for the time being in force) and subject to such
resolution as an Ordinary Resolution: sanctions, as may be necessary, the approval of
the Members of the Company be and is hereby
“RESOLVED THAT pursuant to the provisions of accorded for re-appointment of Mr. Anmol Rashesh
Sections 139, 142 and other applicable provisions, if Bhansali (DIN 07931599) as a Whole-Time Director
any, of the Companies Act, 2013, and the Companies of the Company for another term of five consecutive
(Audit and Auditors) Rules, 2014, as amended from years with effect from November 25, 2022, whose
time to time, M/s Pulindra Patel & Co., Chartered office shall be liable to retire by rotation and to pay
Accountants registered with the Institute of Chartered the minimum remuneration, as detailed below for the
Accountants of India (ICAI) vide registration number period of three years with the effect from November
115187W, be and are hereby appointed as the 25, 2022.
Statutory Auditors of the Company in place of the
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Annual Report 2021-22
Details of Remuneration: NOTES:
Part A: 1. In view of the continuing COVID-19 pandemic, the
1. Basic Salary: `10,00,000/- per month Ministry of Corporate Affairs (“MCA”) has vide its
General Circular nos. 14/2020 and 17/2020 dated
Part B: April 8, 2020 and April 13, 2020 respectively, in
1. Car for Office Use. relation to “Clarification on passing of ordinary
and special resolutions by companies under the
2. Telephone at residence for business use to
Companies Act, 2013 and the rules made thereunder
be reimbursed from the Company, or from
on account of the threat posed by Covid -19”, General
Residence Subject to self-certification basis on
Circular no. 20/2020 dated May 5, 2020, General
production of bills.
Circular nos. 02/2021, 21/2021 and 3/2022 dated
3. Membership fees of two clubs. January 13, 2021, December 14, 2021 and May
4. Gratuity: 5, 2022 respectively in relation to “Clarification on
holding of annual general meeting (AGM) through
Gratuity shall be payable as per the provisions of video conferencing (VC) or other audio visual means
the payment of Gratuity Act, 1972 as amended (OAVM)”, (collectively referred to as “MCA Circulars”)
from time to time. permitted the holding of the Annual General Meeting
5. Leave and Bonus: (“AGM”) through VC/OAVM, without the physical
As per the Company policy presence of the Members at a common venue. In
compliance with the MCA and SEBI Circulars, the
RESOLVED FURTHER THAT in case the Company AGM of the Company is being held through VC/
does not earn any profits or earns inadequate OAVM. The registered office of the Company shall be
profits the remuneration mentioned above will be deemed to be the venue for the 35th AGM.
considered as minimum remuneration payable to Mr.
Anmol Rashesh Bhansali (DIN 07931599), Whole 2. The Explanatory Statement pursuant to Section
Time Director, pursuant to the provision of and the 102 of the Companies Act, 2013 (“Act”) setting out
ceiling limits prescribed under Section II, III, IV and V material facts concerning the business under Item
of Part II of Schedule V of the Companies Act, 2013. No. 5 of the Notice, is annexed hereto. Further, the
relevant details with respect to Item No. 4 pursuant to
RESOLVED FURTHER THAT Mr. Anmol Rashesh Regulation 36(3) of the SEBI (Listing Obligations and
Bhansali (DIN 07931599), Whole Time Director Disclosure Requirements) Regulations, 2015 (“SEBI
shall be entitled to Commission of 5% of net profit Listing Regulations”) and Secretarial Standard on
inclusive of Salary, as per Section 197 & 198 and General Meetings issued by the Institute of Company
Schedule V and other applicable provisions of the Secretaries of India, in respect of Director seeking
Companies Act, 2013 and SEBI (Listing Obligations re-appointment at this AGM are also annexed.
and Disclosure Requirements) Regulations, 2015
amendments made thereto from time to time, in case 3. In terms of the MCA Circulars since the physical
of adequacy of profit. attendance of Members has been dispensed with,
there is no requirement of appointment of proxies.
RESOLVED FURTHER THAT the Board and/or its
committee subject to recommendation of Nomination 4. In compliance with the Ministry of Corporate Affairs
and Remuneration Committee be and is hereby in (“MCA”) vide its General Circular nos. 02/2021,
its absolute discretion to decide/determine, fix and/ 21/2021 and 3/2022 dated January 13, 2021,
or vary/alter/modify within the limit stated above, the December 14, 2021 and May 5, 2022 respectively
remuneration (including Minimum Remuneration (collectively referred to as “MCA Circulars”) and
in the event of absence or inadequacy of profits in SEBI vide its Circular No. SEBI/HO/CFD/CMD1/
any financial year) payable to Mr. Anmol Rashesh CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/
Bhansali (DIN 07931599), Whole Time Director from CMD2/CIR/P/2021/11 dated January 15, 2021 and
time to time and to comply with all legal provisions SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13,
and to do all such acts, deeds, things and matters 2022 owing to the difficulties involved in dispatching of
etc., as may be considered necessary, desirable, physical copies of the financial statements including
expedient or proper to give effect to this resolution.” Board’s Report, Auditor’s report or other documents
required to be attached therewith (together referred
By Order of the Board of Directors to as Annual Report), the Annual Report for
Place: Mumbai For Goldiam International Limited Financial year ended March 31, 2022 and Notice
August 9, 2022 of AGM are being sent in electronic mode to those
Members whose email addresses are registered
Regd. Office:
with the Company or CDSL / NSDL (“Depositories/
Gems & Jewellery Complex, Pankaj Parkhiya
DP”). Members may note that the Notice and
M.I.D.C., SEEPZ, Andheri (E), Company Secretary &
Annual Report 2021-22 will also be available
Mumbai - 400 096. Compliance Officer
3
Goldiam International Limited
on the Company’s website www.goldiam.com, Agents, M/s. Link Intime India Private Limited at
websites of the Stock Exchanges i.e. BSE Limited https://linkintime.co.in/. It may be noted that any
and National Stock Exchange of India Limited at service request can be processed only after the folio
www.bseindia.com and www.nseindia.com is KYC Compliant.
respectively. The Notice of the AGM will also be 10. SEBI vide its notification dated January 24, 2022
available at the website of Link Intime India Private has mandated that all requests for transfer of
Limited (“LIIPL”). securities including transmission and transposition
5. The attendance of the Members attending the AGM requests shall be processed only in dematerialized
through VC/OAVM will be counted for the purpose form. In view of the same and to eliminate all risks
of reckoning the quorum under Section 103 of the associated with physical shares and avail various
Companies Act, 2013. benefits of dematerialisation, Members are advised
6. The Register of members and share transfer books to dematerialise the shares held by them in physical
of the Company will remain closed from Saturday, form. Members can contact the Company or LIIPL,
September 17, 2022 to Wednesday, September 28, for assistance in this regard.
2022 (both days inclusive) for the purpose of Annual 11. We urge members to support our commitment to
Closing and determining entitlement of the members environmental protection by choosing to receive the
to the final dividend for the financial year 2021-2022. Company’s communication through email. Members
7. The Register of Directors and Key Managerial holding shares in demat mode, who have not
Personnel and their shareholding, maintained registered their email addresses are requested to
under Section 170 of the Act, and the Register of register their email addresses with their respective
Contracts or Arrangements in which the directors are depository participants, and members holding shares
interested, maintained under Section 189 of the Act, in physical mode are requested to update their email
will be available electronically for inspection by the addresses with the Company’s at investorrelations@
members during the AGM. goldiam.com
8. Members seeking any information with regard to 12. Members are requested to intimate changes, if
accounts or any matter to be placed at AGM are any, pertaining to their name, postal address, email
requested to write from their registered email address, address, telephone/ mobile numbers, Permanent
mentioning their name, DP ID and Client ID number Account Number (PAN), mandates, nominations,
/folio number and mobile number atleast 10 days power of attorney, bank details such as, name of
before the meeting on Company’s email address the bank and branch details, bank account number,
at [email protected] to enable the MICR code, IFSC code, etc.,
management to keep the information ready. Please a. For shares held in electronic form: to their
note that, member’s questions will be answered only Depository Participants (DPs)
if they continue to hold the shares as of cut-off date. b. For shares held in physical form: to the
9. Members may please note that SEBI vide its Circular Company/Registrar and Transfer Agent in
No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 prescribed Form ISR-1 and other forms pursuant
dated January 25, 2022 has mandated the listed to SEBI Circular No.SEBI/HO/MIRSD/MIRSD_
companies to issue securities in dematerialized form RTAMB/P/CIR/2021/655 dated November 3,
only while processing service requests viz. Issue of 2021.
duplicate securities certificate; claim from unclaimed 13. If the final dividend, as recommended by the Board
suspense account; renewal/exchange of securities of Directors, is approved at the AGM, payment of
certificate; endorsement; sub-division/splitting of such dividend subject to deduction of tax at source
securities certificate; consolidation of securities will be made on or after Wednesday, October 5, 2022
certificates/folios; transmission and transposition. as under:
Accordingly, Members are requested to make service
requests by submitting a duly filled and signed i. To all Beneficial Owners in respect of shares
Form ISR–4, the format of which is available on the held in dematerialized form as per the data
Company’s website at https://goldiam.com and on as may be made available by the National
the website of the Company’s Registrar and Transfer Securities Depository Limited (“NSDL”) and
the Central Depository Services (India) Limited
4
Annual Report 2021-22
(“CDSL”), collectively “Depositories”, as of end of 17. Members who hold shares in physical form in
day on Friday, September 16, 2022; multiple folios in identical names or joint holding in
ii. To all Members in respect of shares held the same order of names are requested to send the
in physical form after giving effect to valid share certificates to Link Intime India Pvt. Ltd., for
transmission or transposition requests lodged consolidation into a single folio.
with the Company as of the close of business 18. Since the AGM will be held through VC/OAVM
hours on Friday, September 16, 2022. Facility, the Route Map is not annexed in this Notice.
14. Pursuant to the provisions of Section 124 of the 19. Instructions for Members for Remote e-Voting are as
Companies Act, 2013, the amount of dividend not under:
encashed or claimed within seven (7) years from the
date of its transfer to the unpaid dividend account, Voting through electronic means
will be transferred to the Investor Education and In terms of the Circular issued by the Securities and
Protection Fund established by the Government. Exchange Board of India dated December 9, 2020,
Further pursuant to the provisions of Section 124(6) on “e-Voting facility provided by Listed Companies”,
of the Companies Act, 2013, all shares in respect e-Voting process has been enabled to all the
of which dividend has not been paid or claimed for individual Demat account holders, by way of single
seven consecutive years or more shall be transferred login credential, through their Demat accounts/
to the Investor Education and Protection Fund websites of Depositories/ DPs in order to increase
established by the Government. the efficiency of the voting process. Individual
Demat account holders would be able to cast
Members who have not yet encashed their final and/ their vote without having to register again with the
or interim dividend for the financial year 2014-15, e-Voting service provider (“ESP”) thereby not only
2015-2016, 2016-2017, 2017-18, 2018-19, 2019-20, facilitating seamless authentication but also ease
2020-21 and 2021-22 are requested to approach the and convenience of participating in e-Voting process.
Company or the Company’s Registrar and Transfer
Agents, M/s. Link Intime India Pvt. Ltd. The details of Shareholders are advised to update their mobile
unpaid dividend are also available on the website of number and e-mail ID with their DPs in order to
the Company www.goldiam.com access e-Voting facility.
Members are requested to notify immediately any Pursuant to provisions of section 108 and any
change in their address or bank account particulars: other applicable provisions of the Companies Act,
2013, if any, read with Rule 20 of the Companies
To the Registrar and Transfer Agents of the (Management & Administration) Amendment
Company for shares held in physical form; and Rules, 2015, and Regulation 44(1) of the SEBI
Directly to their respective Depository (Listing Obligations and Disclosure Requirements)
Participants with whom they are maintaining Regulation, 2015, the Company is pleased to provide
their demat accounts and not to the Company/ its members with the facility of “remote e-voting”
Registrar and Transfer Agents, for shares held in (e-voting from a place other than venue of the AGM),
electronic form. to enable them to cast their votes for the businesses
15. Non-Resident Indian Members are requested to be transacted at the 35th AGM of the Company.
to inform M/s. Link Intime India Private Limited, The Company has entered into an agreement with
immediately of: Link Intime India Private Limited (LIIPL) for facilitating
e-voting to enable all its Shareholders to cast their
Change in their residential status on return to vote electronically.
India for permanent settlement.
The voting period begins on September 25, 2022
Particulars of their bank account maintained at 9.00 a.m. and ends on September 27, 2022
in India with complete name, branch, account at 5.00 p.m. During this period shareholders of
type, account number and address of the bank the Company, holding shares either in physical
with pin code number, if not furnished earlier. form or in dematerialized form, as on the cut-off
16. In all correspondences with the Company, members date of September 21, 2022, may cast their vote
holding shares in physical form are requested to electronically. The e-voting module shall be disabled
quote their Folio numbers and those holding shares by LIIPL for voting thereafter. Once the vote on a
in electronic form are requested to quote their DP ID resolution is cast by the shareholder, the shareholder
number and Client ID number. shall not be allowed to change it subsequently.
5
Goldiam International Limited
Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:
6
Annual Report 2021-22
Type of shareholders Login Method
Individual Shareholders 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
holding securities in Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your
Physical mode & evoting following details: -
service Provider is
LINKINTIME. A. User ID: Shareholders/ members holding shares in physical form shall provide
Event No + Folio Number registered with the Company.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who
have not updated their PAN with the Depository Participant (DP)/ Company
shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As
recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as
recorded with your DP/Company.
E. Shareholders/ members holding shares in physical form but have not
recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
Set the password of your choice (The password should contain minimum 8
characters, at least one special Character (@!#$&*), at least one numeral,
at least one alphabet and at least one capital letter).
Click “confirm” (Your password is now generated).
2. Click on ‘Login’ under ‘SHARE HOLDER’ tab.
3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and
click on ‘Submit’.
4. After successful login, you will be able to see the notification for e-voting. Select
‘View’ icon.
5. E-voting page will appear.
6. Refer the Resolution description and cast your vote by selecting your desired
option ‘Favour / Against’ (If you wish to view the entire Resolution details, click
on the ‘View Resolution’ file link).
7. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A
confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’,
else to change your vote, click on ‘No’ and accordingly modify your vote
7
Goldiam International Limited
abovementioned depository/ depository participants can login any number of time till they have voted on
website. the resolution(s) for a particular “Event”.
It is strongly recommended not to share your Helpdesk for Individual Shareholders holding
password with any other person and take utmost securities in demat mode:
care to keep your password confidential.
In case shareholders/ members holding securities in
For shareholders/ members holding shares in demat mode have any technical issues related to login
physical form, the details can be used only for voting through Depository i.e. NSDL/ CDSL, they may contact
on the resolutions contained in this Notice. the respective helpdesk given below:
During the voting period, shareholders/ members
Helpdesk for Individual Shareholders holding i. Open the internet browser and launch
securities in physical mode/ Institutional shareholders the URL for InstaMeet https://instameet.
& evoting service Provider is LINKINTIME. linkintime.co.in and register with your
In case shareholders/ members holding securities in following details:
physical mode/ Institutional shareholders have any ii. DP ID / Client ID or Beneficiary ID or Folio
queries regarding e-voting, they may refer the Frequently No.: Enter your 16 digit DP ID/ Client ID or
Asked Questions (‘FAQs’) and InstaVote e-Voting manual Beneficiary ID or Folio Number registered
available at https://instavote.linkintime.co.in, under Help with the Company
section or send an email to [email protected] or iii. PAN: Enter your 10 digit Permanent
contact on: - Tel: 022 –4918 6000. Account Number (PAN) (Members who
20. Instructions for Members for participating in the have not updated their PAN with the
35th AGM through INSTAMEET are as under: Depository Participant (DP)/ Company
shall use the sequence number provided
a. Members may join the 35th AGM through to you, if applicable.
InstaMeet Facility by following the procedure as
mentioned below which shall be kept open for iv. Mobile No.
the Members from 10:45 a.m. IST i.e. 15 minutes v. Email ID
before the time scheduled to start the 35th AGM 2. Click “Go to Meeting”
and the Company may close the window for
joining the VC/OAVM Facility 15 minutes after d. Shareholders/ Members are encouraged to join
the scheduled time to start the 35th AGM. the Meeting through Tablets/ Laptops connected
through broadband for better experience.
b. Members may note that the VC/OAVM Facility, Shareholders/ Members are required to use
provided by Link Intime, allows participation Internet with a good speed (preferably 2 MBPS
on a first-come- first-served basis. The large download stream) to avoid any disturbance
shareholders (i.e. shareholders holding 2% or during the meeting.
more shareholding), promoters, institutional
investors, directors, key managerial personnel, e. Please note that Members connecting from
the Chairpersons of the Audit Committee, mobile devices or tablets or through laptops etc.
Nomination and Remuneration Committee and connecting via mobile hotspot, may experience
Stakeholders Relationship Committee, auditors, Audio/Video loss due to fluctuation in their
etc. can attend the 35th AGM without any respective network. It is therefore recommended
restriction on account of first- come first- served to use stable Wi-Fi or LAN connection to mitigate
principle. any kind of aforesaid glitches.
c. Shareholders/ Members will be provided f. Further Members will be required to allow
with InstaMeet facility wherein Shareholders/ Camera, if any, and hence use Internet with a
Member shall register their details and attend good speed to avoid any disturbance during the
the Annual General Meeting as under: meeting.
8
Annual Report 2021-22
g. Members can submit questions in advance number of shares (which represents no. of
with regard to the financial statements or any votes) as on the cut-off date under “Favour/
other matter to be placed at the 35th AGM, from Against.’
their registered email address, mentioning their e. After selecting the appropriate option i.e. Favour/
name, DP ID and Client ID number /folio number Against as desired and you have decided to
and mobile number, to reach the Company’s vote, click on “Save”. A confirmation box will be
email address [email protected] displayed. If you wish to confirm your vote, click
atleast 5 days in advance before the start of the on “Confirm”, else to change your vote, click on
meeting i.e. by September 23, 2022 by 11:00 “Back” and accordingly modify your vote.
a.m. IST. Such questions by the Members shall
be taken up during the meeting and replied by f. Once you confirm your vote on the resolution,
the Company suitably. you will not be allowed to modify or change your
vote subsequently.
h. Members, who would like to ask questions
during the 35th AGM with regard to the financial g. Only those Members, who will be present in the
statements or any other matter to be placed at 35th AGM through InstaMeet Facility and have
the 35th AGM, need to register themselves not cast their vote on the Resolutions through
as a speaker by sending their request from remote e-Voting and are otherwise not barred
their registered email address mentioning their from doing so, shall be eligible to vote through
name, DP ID and Client ID number/folio number e-Voting system in the 35th AGM.
and mobile number, to reach the Company’s h. The Members who have cast their vote by
email address [email protected] remote e-Voting prior to the 35th AGM may also
atleast 5 days in advance before the start of participate in the 35th AGM through InstaMeet
the 35th AGM by September 23, 2022 by 11:00 Facility but shall not be entitled to cast their vote
a.m. IST. again.
i. Those Members who have registered i. In case the shareholders/members have any
themselves as a speaker shall be allowed to queries or issues regarding e-voting, you can
ask questions during the 35th AGM, depending write an email to [email protected] or
upon the availability of time. Call: - Tel : 022-49186175 InstaMeet Support
j. In case the shareholders/members have any Desk, Link Intime India Private Limited
queries or issues regarding e-voting, you can
22. A person, whose name is recorded in the Register
write an email to [email protected] or
of Members or in the Register of Beneficial
Call: - Tel : 011 – 49411000 InstaMeet Support
Owners maintained by the depositories as on
Desk, Link Intime India Private Limited
the cut-off date only shall be entitled to avail
k. Institutional Investors who are Members of the the facility of remote e-voting before the AGM
Company, are encouraged to attend and vote in as well as remote e-voting during the AGM. Any
the 35th AGM through VC/OAVM Facility. person who is not a member as on the cutoff date
should treat this Notice for information purpose
21. Instructions for Members for e-Voting during the only. Any person holding shares in physical form
35th AGM through InstaMeet are as under: and non-individual shareholders, who acquires
Once the electronic voting is activated by the shares of the Company and becomes a Member
scrutiniser during the meeting, shareholders/ of the Company after sending of the Notice and
members who have not exercised their vote through holding shares as of the cut-off date, may obtain
the remote e-voting can cast the vote as under: the login ID and password by sending a request
a. On the Shareholders VC page, click on the link at [email protected]. However, if he/
for e-Voting “Cast your vote”. she is already registered with LIIPL for remote
e-Voting then he/she can use his/her existing
b. Enter Demat Account No. / Folio No. and OTP User ID and password for casting the vote.
(received on the registered mobile number/
registered email Id) received during registration In case of Individual Shareholders holding
for InstaMeet and click on ‘Submit.’ securities in demat mode and who acquires
shares of the Company and becomes a Member
c. After successful login, you will see “Resolution of the Company after sending of the Notice and
Description” and against the same the option holding shares as of the cut-off date may send a
“Favour/ Against” for voting. request at [email protected] for remote
d. Cast your vote by selecting appropriate option e-Voting and joining virtual
i.e. “Favour/Against” as desired. Enter the
9
Goldiam International Limited
23. Dividend related information the bank account, the Company shall upon
i) The Register of Members and Share Transfer normalisation of postal services dispatch the
Books of the Company will remain closed from dividend warrants to such shareholder by post.
Saturday, September 17, 2022 to Wednesday, vii) Members may note that as per the Income
September 28, 2022 (both days inclusive). Tax Act, 1961, as amended by the Finance
ii) Final dividend for the financial year ended Act, 2020, dividends paid or distributed by the
March 31, 2022, as recommended by the Board Company after April 1, 2020, shall be taxable in
of Directors, if approved by the members at the hands of the shareholders and the Company
the AGM, will be paid on or after Wednesday, shall be required to deduct tax at source (TDS)
October 5, 2022. at the prescribed rates from the dividend to be
paid to shareholders, subject to approval of
Further please take note that dividend be shareholders in the ensuing AGM. The TDS rate
paid to those shareholders holding shares in would vary depending on the residential status
electronic form as per the beneficial ownership of the shareholder and the documents submitted
data made available by the National Securities by them and accepted by the Company.
Depository Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) as a. All Shareholders are requested to ensure
at the end of working hours on September 16, that the below details are completed
2022 and shares in physical form whose names and/or updated, as applicable, in their
shall appear on the Register of Members as on respective demat account(s) maintained
September 16, 2022. with the Depository participant(s); or in
case of shares held in physical form,
iii) Members holding shares in electronic form are with the Company, on or before Friday,
hereby informed that bank particulars registered September 16, 2022. the commencement
with their respective Depository Participants of book closure from Saturday, September
(DP), with whom they maintain their demat 17, 2022 to Wednesday, September 28,
accounts, will be used by the Company for 2022 (both days inclusive).
payment of dividend.
Please note that the following details, in
iv) Members holding shares in physical / electronic case you had already registered with the
form are required to submit their bank account Company, as available with the Company
details, if not already registered, as mandated in the Register of Members/Register of
by SEBI. Beneficial Ownership maintained by the
v) Process for updation of bank account mandate Depositories will be relied upon by the
for receipt of dividend electronically: Company, for the purpose of complying
with the applicable TDS provisions:
Physical Send a duly signed request letter to the
I. Valid Permanent Account Number
Holding Registrar and Transfer Agents of the
(PAN).
Company, Link Intime India Pvt. Ltd. by
providing Folio No., Name of shareholder II. Residential status as per the Income
along with following documents: Tax Act, 1961 i.e. Resident or Non-
Resident for FY 2021-22.
a. Original Cancelled cheque leaf III. Category of the Shareholder viz.
bearing the name of the first Mutual Fund, Insurance Company,
shareholder; or Alternate Investment Fund (AIF)
Category I and II, AIF Category
b. Bank attested copy of first page of
III, Government (Central/State
the Bank Passbook/Statement of
Government), Foreign Portfolio
Account in original and an original
Investor (FPI)/Foreign Institutional
cancelled Cheque (In case of
Investor (FII): Foreign Company, FPI/
absence of name on the original
FII: Others (being Individual, Firm,
cancelled cheque or initials on the
Trust, Artificial Juridical Person,
cheque).
etc.), Individual, Hindu Undivided
Demat Please contact your Depository Family (HUF), Firm, Limited Liability
Holding Participant (DP) and register your bank Partnership (LLP), Association of
account details in your demat account, Persons (AOP), Body of Individuals
as per the process advised by your DP. (BOI) or Artificial Juridical Person,
vi) In case the Company is unable to pay the Trust, Domestic Company, Foreign
dividend to any shareholder by the electronic Company, etc.
mode, due to non-availability of the details of IV. Email Address
10
Annual Report 2021-22
V. Residential Address • Shareholder is eligible to claim the
b. For Resident Shareholders, TDS is beneficial DTAA rate for the purposes
required to be deducted at the rate of 10% of tax withholding on dividend
under Section 194 of the Income Tax Act, declared by the Company;
1961 on the amount of dividend declared • Shareholder has no reason to believe
and paid by the Company in the financial that its claim for the benefits of the
year 2022-23 provided valid PAN is DTAA is impaired in any manner;
registered by the Shareholder. If the valid • Shareholder is the ultimate beneficial
PAN is not registered, the TDS is required owner of its shareholding in the
to be deducted at the rate of 20% under Company and dividend receivable
Section 206AA of the Income Tax Act, from the Company; and
1961. However, no tax shall be deducted on
the dividends paid to resident individuals • Shareholder does not have a
if aggregate dividend distributed or likely taxable presence or a permanent
to be distributed during the financial year establishment in India during the
does not exceed `5000. Financial Year 2022-23.
Even in the cases where the shareholder d. The draft of the aforementioned documents
provides valid Form 15G (for individuals, may also be accessed from the Company’s
with no tax liability on total income and website at www.goldiam.com
income not exceeding maximum amount e. Accordingly, in order to enable us
which is not chargeable to tax) or Form to determine the appropriate TDS /
15H (for individual above the age of 60 withholding tax rate applicable, we
years with no tax liability on total income), request you to provide these details and
no TDS shall be deducted. documents as mentioned above before
c. For Non-resident shareholders, the TDS Friday, September 16, 2022. Kindly note
is required to be deducted at the rate of that the aforementioned documents are
20% (plus applicable surcharge and cess) required to be emailed as mentioned
under Section 195 of the Income Tax Act, below:
1961. Further, as per Section 90 of the
Resident shareholders to https://web.linkintime.
Income Tax Act, 1961 the non-resident
send to co.in/formsreg/
shareholder has the option to be governed
by the provisions of the Double Tax Non-Resident submission-of-form-15g-
Avoidance Treaty between India and the shareholders to send to 15h.html
country of tax residence of the shareholder, f. It may be further noted that in case the tax
if they are more beneficial to them. For this on dividend is deducted at a higher rate in
purpose, i.e. to avail Tax Treaty benefits, absence of receipt of the aforementioned
the non-resident shareholders will have to details/ documents, there would still be
provide the following: an option available with the shareholder
I. Self-attested copy of the PAN allotted to file the return of income and claim an
by the Indian Income Tax authorities; appropriate refund, if eligible. No claim
II. Self-attested copy of valid Tax shall lie against the Company for such
Residency Certificate obtained from taxes deducted.
the tax authorities of the country of
which the shareholder is a resident; By Order of the Board of Directors
III. Self-declaration in Form 10F; and Place: Mumbai For Goldiam International Limited
IV. Self-declaration in the attached August 9, 2022
format certifying: Regd. Office:
• Shareholder is and will continue to Gems & Jewellery Complex, Pankaj Parkhiya
remain a tax resident of the country M.I.D.C., SEEPZ, Andheri (E), Company Secretary &
of its residence during the Financial Mumbai - 400 096. Compliance Officer
Year 2022-23;
11
Goldiam International Limited
STATEMENT ANNEXED TO THE NOTICE AND The Board recommends the Ordinary Resolution set out
SETTINGOUT THE MATERIAL FACTS CONCERNING at Item No. 4 of the Notice for approval by the Members.
EACH ITEM OF SPECIAL BUSINESS PURSUANT TO None of the Directors and Key Managerial Personnel of
SECTION 102 OF COMPANIES ACT, 2013: the Company or their relatives is, in any way, concerned or
Item no.4 interested in the Resolution set out at Item No. 4 of the Notice.
12
Annual Report 2021-22
Details of the Director seeking appointment/re-appointment at the Annual General Meeting:
Name Mr. Rashesh Manhar Bhansali Mr. Anmol Rashesh Bhansali (DIN 07931599)
(DIN: 00057931)
Date of Birth July 6, 1968 August 18, 1995 (Aged 27 years)
(Aged 54 years)
Nationality Indian Indian
Date of Appointment September 1, 1988 November 25, 2017
Qualifications T.Y.B.Com •
Wharton School, University of Pennsylvania 2013
– 2017
Bachelors of Science in Business Administration
• Gemology Institute of America 2017
Completed GEM130 and GEM230, constituting
two thirds of ‘Diamonds and Diamond Grading’
course
•
B.D. Somani International School, Mumbai, India
2009-2013
IB Diploma Program with 42 points out of 45
Completed IGCSE
University of Pennsylvania, The Wharton School,
PA 2012
Completed “Leadership in the Business World”
Program
Expertise in specific He has over 30 years of rich Entered in the diamond business more than 6 years
functional area and exhaustive experience ago. He is having knowledge & experience in Diamond
in the field of diamonds & Business and engage in Manufacturing, Trading and
jewellery. Jewellery exports.
Directorships held in other • Diagold Designs Limited • Goldiam Jewellery Limited
Indian Public Companies • Goldiam Jewellery Limited
(excluding Foreign
Companies and Section 8
Companies)
M e m b e r s h i p s / Member of Audit Committee of Member of Nomination & Remuneration Committee of
Chairmanships of Goldiam Jewellery Limited Goldiam Jewellery Limited
Committees of other Public
Companies (includes
only Audit Nomination
& Remuneration and
S h a r e h o l d e r s’ / I n ve s t o r
Grievance Committees)
Number of Shares held 4,92,37,105 1,77,25,355
No. of Board meeting 6 out 6 6 out 6
attended during 2021-2022
Relationships between Mrs.Tulsi Gupta, NENI- Son of Mr. Rashesh M. Bhansali and Brother of Mrs.
Directors inter-se Daughter Tulsi Gupta
Mr.Anmol R. Bhansali-WD-
Son
13
Goldiam International Limited
ANNEXURE TO THE EXPLANATORY STATEMENT contribution to jewellery trade and being a pioneer and a
Information as required under Section II of Part II of role model in this industry.
Schedule V of the Companies Act, 2013 and forming Following are the achievements:
part of the explanatory statement to the Notice
convening the Annual General Meeting. (For Item No. • Outstanding Export Performance for studded
5 of 35th AGM Notice). Jewellery from EPZ for the years 1992; 1993;
1994;1996;1997;1998 and 1999 by Gem & Jewellery
I. GENERAL INFORMATION Export Promotion Council.
Nature of Industry: • Late Mr.Manhar R. Bhansali, Chairman of the
Goldiam International Limited is operating in two Company was awarded with “PIONEER OF THE
segments viz. Jewellery manufacturing and investment YEAR” award by IDCA (Indian Diamond & Colorstone
activity. The founders of the Company have been in this Association) on June 5, 2010.
business for 2 generations. The company grew steadily
and added each process of manufacturing to its lineup, Date or expected date of commencement of
with an aim of becoming a fully integrated jewellery commercial production:
manufacturer. The Company was incorporated on October 10, 1986 and
commenced its business on May 20, 1988.
Outstanding Achievements:
The Company is manufacturing high quality, luxurious and In case of new companies, expected date of
creative diamond jewellery and exporting to USA, Europe commencement of activities as per project approved
and other countries. The Government of India and several by financial institutions appearing in the prospectus:
other trade bodies have awarded the Company for its - Not applicable
Financial performance:
(` In Lakhs)
Particulars Current Year Previous Year
31.03.2022 31.03.2021
Sales for the year 39072.81 21605.54
Other Income 2893.01 1753.68
Total Income 41965.82 23359.22
Profit before Interest & finance charges, depreciation & taxation 7431.18 4401.64
Less: Interest & finance Charges 34.90 15.21
Operating profit before depreciation & taxation 7334.90 4386.43
Less: Depreciation, amortization & impairment of asset 234.28 183.72
Profit before Exceptional Items 7100.62 4202.71
Add: Exceptional Items - -
Profit before taxation 7100.62 4202.71
Current Tax & Prior Year 1382.63 903.00
Deferred Tax Liability -22.39 248.35
Profit after taxation 5740.38 3051.36
Total other Comprehensive Income 721.26 798.55
Total profit 6461.64 3849.91
Foreign Investments or Collaborators, if any:
14
Annual Report 2021-22
II. INFORMATION ABOUT THE APPOINTEES
15
Goldiam International Limited
Steps taken or proposed to be taken for Expected increase in productivity and profits in
improvement: measurable terms:
The Company has taken up modernization from The Company is very conscious about improvement
time to time. The company has started to sell its in productivity and undertakes constant measures to
products through Ecommerce platform and installed improve it. The productivity is expected to increase by
a new generation machines and testing equipments about 10-15% during the current years.
for improved quality of products as per international
standards and thereby expand the market base. IV. DISCLOSURES
In FY 21-22, the Company acquired 88% of Eco- All the relevant information required to be disclosed
Friendly Diamonds LLP (EDL). EDL is engaged in in the Board of Directors’ Report under the heading
growing and manufacturing lab-created diamonds “Corporate Governance” enclosed to the Annual
via the ‘Chemical Vapor Deposition’ (CVD) method. Report 2021-22.
CVD diamonds are equally appealing yet more cost- The remuneration package of the managerial person
effective compared to natural, mined diamonds, and is given in the resolution.
are becoming increasingly popular in international
The above explanatory statement (together
markets, already enjoying a market share of 3.1%
with Annexure thereto) shall be construed to be
of overall US jewellery sales. This acquisition will
memorandum setting out the terms of the appointment/
further consolidate Goldiam’s share of this exciting
re-appointment as specified under Section 190 of the
and growing opportunity. On the profitability front,
Companies Act, 2013.
lab-grown diamonds enjoy generally better margins
relative to natural, mined diamonds.
16
Annual Report 2021-22
BOARD OF DIRECTORS’ lakhs as compared to the turnover of ` 40600.28 lakhs in
the previous financial year ended March 31, 2021 thereby
REPORT consolidated turnover reflects a growth of 69.39% over
previous year. The consolidated Profit before tax and
Dear Members, exceptional items were `14862.67 lakhs as against `
Your Directors have pleasure in presenting their Thirty- 9716.40 lakhs of the previous year resulted in growth of
fifth Annual Report on the affairs of the Company together consolidated profit approximately by 52.96% over previous
with the Audited Statement of Accounts for the year ended year. The consolidated Profit after tax stood at `10595.81
March 31, 2022. lakhs as compared to the profit of ` 6706.88 lakhs in the
previous year.
FINANCIAL RESULTS The Company has achieved a standalone turnover of
`39072.81 lakhs during the FY 2021-2022 as compared
Particulars Current Previous
Year Year
to `21605.54 lakhs during the previous year reflects a
31.03.2022 31.03.2021 growth of 80.85% over the corresponding financial year
ended March 31, 2021. The standalone profit after tax of
Sales for the year 39072.81 21605.54
the Company increased by 88.13% from ` 3051.36 lakhs to
Other Income 2893.01 1753.68 ` 5740.38 lakhs in the current year.
Total Income 41965.82 23359.22
COMPANY’S RESPONSE TO COVID 19 PANDEMIC
Profit before Interest & finance 7369.80 4401.64
During fiscal 2022, businesses around the world continued
charges, depreciation & taxation
to battle disruptions due to the COVID-19 pandemic,
Less: Interest & finance 34.90 15.21 balancing employee well-being and managing the
Charges changing expectations of employees and customers. At
Operating profit before 7334.90 4386.43 Goldiam, as we continue in our endeavor to fight waves
depreciation & taxation of the COVID-19 pandemic, our priority remains the safety
Less: Depreciation, 234.28 183.72 and well‑being of our employees, and business continuity
amortization & impairment of for our customers. We implemented elaborate support
asset measures for employees during the three COVID-19 waves
Profit before Exceptional Items 7100.62 4202.71
in India.
Add: Exceptional Items - - As reports of the spread of Corona Virus started coming
in, the Company stepped up efforts to protect the health of
Profit before taxation 7100.62 4202.71 its employees. The following measures were put in place to
Current Tax & Prior Year 1382.63 903.00 protect our employees’ health and ensuring continuation of
work under this grave scenario:
Deferred Tax Liability -22.39 248.35
Profit after taxation 5740.38 3051.36
• Facilitated Company-sponsored vaccination drives for
employees
Total other Comprehensive 721.26 798.55
Income • Safe behaviour across all our locations by limiting the
size of gatherings/meetings and avoiding external
Total profit 6461.64 3849.91
visitors to the premises, besides asking employees
OPERATION, STATE OF AFFAIRS to avoid in-person meetings and encouraging video
conference.
The year 2021-22 was yet another challenging year for all
of us. The severe second wave of the Covid-19 pandemic • Security personnel at all our offices were provided
had a significant humanitarian and economic impact. We infrared non-contact temperature sensors to screen
witnessed socio-political unrest in several parts of the all employees and visitors entering the premises.
world, resulting in the disruption of global supply chains • High contact areas like elevator buttons, door
and unprecedented volatility in commodity costs. In this handles, handrails, bathroom taps etc. were sanitised
uncertain operating environment, our focus remained on at regular intervals.
the health and safety of our people, ensuring uninterrupted
supply of our products, meeting the evolving demand of INDIAN ACCOUNTING STANDARDS
our consumers, caring for the communities, safeguarding Your Company and its subsidiaries had adopted Ind AS with
the environment and protecting our business model. effect from April 1, 2017 pursuant to Ministry of Corporate
Against this challenging backdrop, our robust results for Affairs notification dated February 16, 2015 notifying the
the financial year 2021-22 demonstrate strategic clarity, our Companies (Indian Accounting Standard) Rules, 2015.
execution prowess and agility. Your Company has published Ind AS Financials for the
During the financial year ended March 31, 2022, your year ended March 31, 2022 along with comparable as on
Company recorded a consolidated turnover of ` 68774.32 March 31, 2021.
17
Goldiam International Limited
FINANCE Company of face value of `10/-(Rupees Ten only) each
Cash and cash equivalent as at March 31, 2022 was into fully paid-up Five(5) Equity Shares of face value of `2/-
`5322.42 lakhs. The Company continues to focus on (Rupees Two only) each as on the record date fixed by the
judicious management of its working capital. Receivables, Company on March 29, 2022, pursuant to the resolution
inventories and other working capital parameters were kept passed by Members through Postal Ballot and e-voting, on
under strict check through continuous monitoring. March 16, 2022.
As stipulated by regulation 33 of Listing Regulations, the The Company does not propose to transfer any portion of
consolidated financial statements have been prepared by profits to Reserves.
the Company in accordance with the applicable Ind AS. SHARE CAPITAL
The audited consolidated financial statements together
with Auditors’ Report form part of the Annual Report. The paid-up equity share capital as on March 31, 2022 was
`2179.4923 lakhs.
MATERIAL CHANGES AFFECTING THE COMPANY As on March 31, 2022, following Executive, Non-Executive
There have been no material changes and commitments and Independent Directors of the Company holds equity
affecting the financial position of the Company between the shares in the Company as per details given below:
end of the financial year and date of this report. There has
been no change in the nature of business of the Company. Sr. Name of Director No. of shares held
No.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
1. Mr. Rashesh M. Bhansali 4,92,37,105
In line with the Dividend Distribution Policy of the Company (Executive Chairman)
and based on the Company’s performance, the Directors
2. Mr. Anmol Rashesh Bhansali 1,77,25,355
have declared 1st interim dividends of 30% (`3/- per share).
(Whole Time Director)
Further, your Directors recommended a final dividend of
30% i.e. Re.0.60 per share on an Equity Share of ` 2/- 3. Mr. Ajay M. Khatlawala 5,000
each for the financial year ended March 31, 2022. The (Independent Director)
dividend, if declared, by the Members at the forthcoming
Annual General Meeting (AGM) shall be paid to the eligible STATEMENT ON INVESTOR EDUCATION AND
Members of the Company on or after October 5, 2022. PROTECTION FUND
The total dividend for FY 2021-2022 amounts to `3.60 per Pursuant to the provisions of Section 124 of the Act, Investor
equity share. Education and Protection Fund Authority (Accounting,
In addition to the above, the Company bought back Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
3,80,000 equity shares at a price of `1,200 per equity read with the relevant circulars and amendments thereto,
share for an aggregate consideration of `4560 lakhs. The the amount of dividend remaining unpaid or unclaimed for a
offer size of the buyback was 19.35 percent and 10.05 period of seven years from the declaration date is required
percent of the aggregate fully paid-up equity share capital to be transferred to the Investor Education and Protection
and free reserves as per audited standalone financial Fund (“IEPF”), constituted by the Central Government. The
statements and audited consolidated financial statements Company had, accordingly, transferred `5,11,152/- being
of the Company as at March 31, 2021, respectively. the unpaid and unclaimed dividend amount pertaining to
Final Dividend 2013-14, during the Financial year 2021-
The buyback represented 1.71 percent of the total issued 2022, to the IEPF.
and paid-up equity share capital of the Company as at
March 31, 2021. The settlement of bids and payment of Pursuant to the provisions of IEPF Rules, all shares in
buyback consideration was made on December 20, 2021 respect of which dividend has not been paid or claimed
and the shares were extinguished on December 27, 2021. for seven consecutive years shall be transferred by the
Company to the designated Demat Account of the IEPF
The shareholders’ payout with respect to 1st interim Authority (‘IEPF Account’) within a period of thirty days of
dividend and buyback including tax on buyback (excluding such shares becoming due to be transferred to the IEPF
transaction costs, other incidental and related expenses) Account. Accordingly, the Company has transferred 9,152
aggregated to `6267.29 lakhs, resulting in a payout of equity shares on which the dividend remained unpaid
96.99 percent of the standalone profits of the Company. or unclaimed for seven consecutive years to the demat
SUB-DIVISION OF SHARES account of IEPF Authority, after following the prescribed
procedure.
In order to improve the liquidity of your Company’s shares
and with a view to encourage the participation of small UNCLAIMED SHARES
investors by making Equity Shares of the Company As on March 31, 2022, the Company has 63,000 unclaimed
affordable, the Company sub-divided equity share of the equity shares of `2/- each belonging to 47 investors, further
18
Annual Report 2021-22
the Company is holding the aforesaid shares in a Demat • Nomination and Remuneration Committee
“Unclaimed Suspense Account” opened with Stock Holding • Stakeholders’ Relationship Committee
Corporation of India Ltd. on behalf of the shareholders.
• Corporate Social Responsibility Committee
DEPOSITS • Risk Management Committee (with effect from May
The Company has not accepted any deposit from 25, 2021)
public/shareholders in accordance with Section 73 of The details of the Committees along with their composition,
the Companies Act, 2013 read with the Companies number of meetings held and attendance at the meetings
(Acceptance of Deposits) Rules, 2014 and as such, no are provided in the Corporate Governance Report.
amount on account of principal or interest on public
deposits was outstanding as on the date of the Balance Retirement by Rotation:
Sheet for the year under review.
In accordance with the provisions of Section 152 of the
PARTICULARS OF LOANS, GUARANTEES OR Companies Act, 2013 read with Companies (Management
INVESTMENTS & Administration) Rules, 2014 and Articles of Association
of the Company, Mr.Rashesh Manhar Bhansali (DIN
Particulars of Loans, Guarantees given and Investments 00057931), Executive Chairman of the Company at the
made during the year as required under section 186 of the ensuing Annual General Meeting of the Company and
Companies Act, 2013 and Schedule V of the Securities being eligible, has offered himself for re-appointment and
and Exchange Board of India (Listing Obligations and the Board recommends his re-appointment.
Disclosure Requirements) regulations, 2015 have been
disclosed in the financial statements. Re-appointment of Director:
REVIEW OF SUBSIDIARIES Mr. Anmol Rashesh Bhansali (DIN-07931599):
Your Company has four Subsidiaries Company. Financials On the recommendation of Nomination and Remuneration
of the Subsidiaries Company are disclosed in the Committee, the Board of Directors have recommended for
Consolidated Financial Statements, which form part of this your approval to re-appointment of Mr. Anmol Rashesh
Annual Report. A statement containing salient features of Bhansali (DIN 07931599) as a Whole Time Director of the
the Financial Statements of the Subsidiaries Company is Company for a period of five consecutive years with effect
annexed to this Annual Report pursuant to Section 129 of from November 25, 2022.
the Companies Act, 2013 and Rules made thereunder in
DIRECTORS’ RESPONSIBILITY STATEMENT
prescribed From AOC-3A and hence not repeated here for
the sake of brevity. Pursuant to the requirement under section 134(5) of
the Companies Act, 2013 with respect to Directors’
ANNUAL RETURN Responsibility Statement, it is hereby confirmed that:
In terms of Section 92(3) of the Companies Act, 2013 (i) in the preparation of the annual accounts for the
and Rule 12 of the Companies (Management and financial year ended March 31, 2022, the applicable
Administration) Rules, 2014, the Annual Return of the accounting standards have been followed along with
Company is available on the website of the Company at proper explanations relating to material departures, if
the link : http//goldiam.com/downloads2022/january/MGT- any;
7-31-03-2022-Website.pdf
(ii) the directors have selected such accounting policies
DIRECTORS AND KEY MANAGERIAL PERSONNEL and applied them consistently, except for the change
in accounting policies stated in notes to the accounts
Key Managerial Personnel and judgments and estimates that are reasonable
The following are the Key Managerial Personnel of the and prudent, so as to give a true and fair view of the
Company: state of affairs of the Company as on March 31, 2022
and of the statement of profit and loss and cash flow
Mr. Rashesh Manhar Bhansali: Executive Chairman of the Company for the period ended March 31, 2022;
Mr. Anmol Rashesh Bhansali: Whole-time Director (iii) proper and sufficient care has been taken for the
Mr. Pankaj Parkhiya: Company Secretary & Compliance maintenance of adequate accounting records in
Officer accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
Mrs.Darshana Faldu- Chief Financial Officer
and for preventing and detecting fraud and other
Committees of the Board irregularities;
The Board of Directors has the following Committees: (iv) the annual accounts have been prepared on a going
concern basis;
• Audit Committee
(v) proper internal financial controls to be followed by the
19
Goldiam International Limited
Company has been laid down and that such internal meetings, constructive participation in the discussion on
financial controls are adequate and were operating the agenda items, effective discharge of the functions and
effectively; and roles of the Board/ Committees. A detailed discussion
(vi) that the Directors had devised proper systems followed on the basis of the aforesaid criteria and the Board
to ensure compliance with the provisions of all collectively agreed that the Board and all its Committees
applicable laws and that such systems are adequate fulfilled the above criteria and positively contributed in the
and operating effectively. decision making process at the Board/ Committee level.
The Board has evaluated the performance of the individual
MEETING OF THE BOARD directors on the basis of evaluation criteria specified in the
During the year six Board meetings were held, the details Nomination and Remuneration policy of the Company. A
of which are given in the Corporate Governance Report. member of the Board/Committee did not participate in the
discussion of his/her evaluation.
INDEPENDENT DIRECTORS DECLARATION
NOMINATION AND REMUNERATION POLICY
Every Independent Director, at the first meeting of the
Board after their appointment and thereafter at the first The Company follows a Policy on appointment and
meeting of the Board in every financial year or whenever Remuneration of Directors and Senior Management
there is any change in the circumstances which may affect Employees. The Nomination and Remuneration Policy
his/her status as an independent director, is required to of the Company was modified by the Board of Directors
provide a declaration that he/she meets the criteria of at its meeting held on February 13, 2019 in light of the
independence as provided in Section 149(6) of the Act and Amendment Regulations. The main objective of the
Regulation 16(1)(b) of the Listing Regulations. said policy is to ensure that the level and composition
of remuneration is reasonable and sufficient to attract,
In accordance with the above, each Independent Director
retain and motivate the Directors, KMP and senior
has given a written declaration to the Company confirming
management employees. The said Policy also lay down
that he/she meets the criteria of independence under
criteria for determining qualifications, positive attributes,
Section 149(6) of the Act and Regulation 16(1)(b) of the
independence of a Director and other matters provided
Listing Regulations, and that they have complied with the
under sub-section (3) of section 178, is appended as
Code of Conduct as specified in Schedule IV to the Act.
Annexure A to this Report and is also uploaded on the
In the opinion of the Board, all the Independent Directors Company’s website www.goldiam.com (web link: http://
fulfill the criteria of independence as provided under www.goldiam.com/download/policy/2019/Nomination-and-
the Act, Rules made thereunder, read with the Listing Remuneration-Policy.pdf )
Regulations and are independent of the management and
possess requisite qualifications, experience, and expertise FAMILIARIZATION PROGRAMME FOR INDEPENDENT
and hold highest standards of integrity to discharge the DIRECTORS
assigned duties and responsibilities as mandated by Act The familiarization programme aims to provide Independent
and Listing Regulations diligently. Disclosure regarding the Directors with the Jewellery industry scenario, the socio-
skills/expertise/competence possessed by the Directors economic environment in which the Company operates, the
is given in detail in the Report on Corporate Governance business model, the operational and financial performance
forming part of this Annual Report. of the Company, significant development so as to enable
All Independent Directors have registered their name in the them to take well informed decisions in a timely manner.
databank maintained with the Indian Institute of Corporate The familiarization programme also seeks to update the
Affairs, (“IICA”) pursuant to Companies Act and rules made directors on the roles, responsibilities, rights and duties
thereunder. under the act and other statutes.
The Board members are provided with the necessary
ANNUAL EVALUATION OF BOARD OF ITS OWN
documents, presentation, reports and policies to enable
PERFORMANCE, ITS COMMITTEES, THE CHAIRMAN
them to familiarize with the Company’s procedures and
AND INDIVIDUAL DIRECTORS INCLUDING THE
practices. Updates on relevant statutory changes and
INDEPENDENT DIRECTORS
important laws are also given in the meetings.
In compliance with the Sections 134 and 178 of the
The details of familiarization program for Directors are
Companies Act read with Regulations 17 and 19 of the
posted on the Company’s website www.goldiam.com.
Listing Regulations, the performance evaluation of the
Board and its Committees were carried out during the year STATUTORY INFORMATION
under review.
Information required under Section 197(12) of the
The evaluation was made in the overall context of the Companies Act, 2013 read with Companies (Appointment
effectiveness of the Board and the respective Committees and Remuneration of Managerial Personnel) Rules, 2014
in providing guidance to the operating management of the and forming part of this Directors’ Report for the year ended
Company, level of attendance in the Board/ Committee March 31, 2022 is given in Annexure B.
20
Annual Report 2021-22
RELATED PARTY TRANSACTIONS appointment will be in accordance with Section 139
All the related party transactions are entered on an arm’s read with Section 141 of the Act.
length basis, in the ordinary course of business and are in The Members at the thirtieth Annual General Meeting
compliance with applicable provisions of the Companies (“AGM”) of the Company held on September 27, 2017,
Act, 2013 and the Listing Regulations. All Related Party had approved the appointment of M/s. J.D. Zatakia &
Transactions are placed before the Audit Committee. Prior Co., Chartered Accountants (Firm Registration No.:
omnibus approval of the Audit Committee is obtained for 111777W), as Statutory Auditors of the Company, to
related party transactions which are foreseen and repetitive hold office till the conclusion of the Thirty-fifth AGM.
in nature and the transactions entered into pursuant to the Auditor’s Report issued by the Statutory Auditors on
omnibus approval so granted are placed before the Audit the financial statement for the financial year ended
Committee for reviewing on a quarterly basis. There are March 31, 2022 do not contain any qualification,
no materially significant related party transactions made by reservation or adverse remark or disclaimer and is
the Company with Promoters, Directors, or Key Managerial part of the Annual Report. The Statutory Auditors
Personnel etc., which may have potential conflict with the have not reported any incident of fraud to the Audit
interest of the Company at large or which warrants the Committee in the year under review.
approval of the shareholders. Accordingly, no transactions
are being reported in Form AOC-2, in terms of section 134 ii.
SECRETARIAL AUDITOR AND SECRETARIAL
of the Act read with Rule 8 of the Companies (Accounts) AUDIT REPORT
Rules, 2014. However, the details of the transactions with Pursuant to the provisions of Section 204 of the
Related Party are provided in the Company’s financial Companies Act, 2013 and rules made thereunder, the
statements in accordance with the Accounting Standards. Board has appointed M/s. R.N. Shah & Associates, a
The policy on Related Party Transactions as approved by firm of Company Secretaries in Practice (C.P.No.700)
the Board is uploaded on the Company’s website:http:// to carry out Secretarial Audit for the financial year
goldiam.com/downloads2022/january/Policy-on-Related- 2021-22.
Party-Transaction-GIL-30-3-22.pdf None of the Directors The Secretarial Audit Report in Form No MR-3 forms
have any pecuniary relationships or transactions vis-à-vis part of this Report as Annexure C. There are no
the Company. qualifications or observations or other remarks made
Details of contracts or arrangements or transactions not at by the Secretarial Auditor on the audit conducted by
arm’s length basis: Nil him in his Report for the year under review.
Details of material contracts or arrangement or transactions In accordance with SEBI Circular no. CIR/CFD/
at arm’s length basis: NA CMD1/27/2019 dated February 08, 2019, the
Company has obtained, from the Secretarial Auditor
AUDITORS of the Company, an Annual Secretarial Compliance
Report.
i. AUDITORS AND THEIR REPORT
Pursuant to Regulations 24A of SEBI Listing
Under Section 133 of the Companies Act, 2013 and Regulations 2015, the Secretarial Audit Report in
rules made thereunder, it is mandatory to rotate the Form No MR-3 of material unlisted subsidiaries of the
statutory auditors on completion of the maximum Company incorporated in India forming part of this
term permitted under the said section. The Audit Directors’ Report for the year ended March 31, 2022
Committee of the Company has proposed on August is given in Annexure D.
9, 2022 and the Board of Directors of the Company
has recommended the appointment of M/s. Pulindra iii. INTERNAL AUDITOR
Patel & Co., Chartered Accountants registered with M/s.J.H. Shah & Associates, Chartered Accountants
the Institute of Chartered Accountants of India (ICAI) are our Internal Auditors. The scope of work and
vide registration number 115187W as statutory authority of the Internal Auditors is as per the terms of
auditors of the Company. M/s. Pulindra Patel & Co., reference approved by Audit Committee. The Internal
will hold office for a period of five consecutive years Auditors monitors and evaluates the efficiency and
from the conclusion of the 35th Annual General adequacy of internal control system in the Company,
Meeting scheduled to be held on September 28, its compliance with operating systems, accounting
2022, till conclusion of 40th Annual General Meeting procedures and policies of the Company. Significant
to be held in the year 2027, subject to approval of the audit observation and recommendations along with
shareholders of the Company. M/s. Pulindra Patel & corrective actions thereon are presented to the Audit
Co. have consented to their appointment as Statutory Committee of the Board.
Auditors and have confirmed that if appointed, their
21
Goldiam International Limited
COMPLIANCE WITH SECRETARIAL STANDARDS marketing, finance, etc. Reports of internal audits are
During the financial year under review, the Company has reviewed by management and Audit Committee from time
complied with the applicable SS-1 (Secretarial Standard on to time and desired actions are initiated to strengthen the
Meetings of the Board of Directors) and SS-2 (Secretarial control and effectiveness of the system.
Standard on General Meetings) issued by the Institute of CORPORATE SOCIAL RESPONSIBILITY
Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, Pursuant to the provisions of Section 135 of the Companies
2013. Act, 2013, the Companies (Corporate Social Responsibility)
Rules, 2014 and the various notifications/circulars issued
BUSINESS RESPONSIBILITY REPORT: by the Ministry of Corporate Affairs, the Company has
As stipulated under the Listing Regulations, the Business contributed an amount of `64,05,000/- lakhs towards CSR
Responsibility Report describing the initiatives taken by the activities, the Company has undertaken projects in the area
Company from an environmental, social and governance of animal welfare and promoting preventive health care in
perspective is attached in the format prescribed as accordance with Schedule VII of the Companies Act, 2013
Annexure E and forms an integral part of the Annual with the help of other registered trusts namely “Shree
Report. Sumati Jeev Raksha Kendra undertaking “Jeevdaya”
project in the area of Animal Welfare and “Rotary Club of
SIGNIFICANT AND MATERIAL ORDERS PASSED BY Bombay Queens Necklace Charitable Trust” and “Make-
THE COURTS OR REGULATORS A-Wish Foundation of India” undertaking “promoting
preventive health care” projects and directly through Grand
There have been no significant and material orders passed
Port Hospital.
by the courts or regulators or tribunals impacting the going
concern status and Company’s operations. The content of CSR policy of the Company and detailed
report on CSR activities including amount spent is given
PROCEEDING UNDER THE INSOLVENCY AND in Annexure G.
BANKRUPTCY CODE, 2016:
PREVENTION OF SEXUAL HARASSMENT AT
There was no application made or proceeding pending
WORKPLACE
against the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review. The Company has in place a Sexual Harassment Policy in
line with the requirements of Sexual Harassment of Women
CONSERVATION OF ENERGY, TECHNOLOGY at Workplace (Prevention, Prohibition and Redressal) Act
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 2013. An Internal Committee has been set up to redress
OUTGO the complaints received regarding sexual harassment at
The information on conservation of energy, technology workplace. All employees including trainees are covered
absorption and foreign exchange earnings and outgo under this policy.
stipulated under Section 134(3)(m) of the Companies Act, The following is the summary of sexual harassment
2013 read with Rule, 8 of the Companies (Accounts) Rules, complaints received and disposed off during the current
2014, is annexed herewith as Annexure F. financial year:
RISK MANAGEMENT POLICY AND ITS 1. Number of Complaints received : Nil
IMPLEMENTATION 2 Number of Complaints disposed off : Nil
Risk management has always been an integral part of the
VIGIL MECHANISM/WHISTLE BLOWER POLICY
corporate strategy which complements the organizational
capabilities with business opportunities, robust planning The Board of Directors of Goldiam International Limited
and execution. are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees
In line with the new regulatory requirements, the Company
have important role to play in achieving the goal. Further the
has formally framed a Risk Management Policy to identify,
your Board is in believe that the employees should be able
assess, monitor and mitigate various risks to key business
to raise complaints concerning questionable accounting
objectives. Major risks identified by the businesses and
practices, internal accounting controls or auditing matters or
functions are systematically addressed through mitigating
concerning the reporting of fraudulent financial information
actions on a continuing basis. These are discussed at the
etc. free of any discrimination, retaliation or harassment,
meetings of the Audit Committee of the Company.
for which the Board has established a Whistle Blower
INTERNAL FINANCIAL CONTROLS Policy, which encouraged the employees to report their
genuine concerns and questionable accounting practices
The Company has in place adequate internal financial to Mr.Ajay M. Khatlawala, Chairman of Audit Committee
controls with reference to financial statements. Periodic through email or by correspondence through post. Further
audits are undertaken on a continuous basis covering all details are available on the company’s website www.
the operations i.e., manufacturing, sales & distribution, goldiam.com.
22
Annual Report 2021-22
OTHER DISCLOSURES: customers, suppliers and others. Your Company believes
Following other disclosures are made: that fairness, transparency, responsibility and accountability
are the four key elements of corporate governance. The
o During the year under review, no securities (including Company has complied with the corporate governance
sweat equity shares and ESOP) were issued to the requirements under the Companies Act, 2013, and as
employees of the Company under any scheme. stipulated under the listing regulations. A separate section
o No orders were passed by any of the regulators or on corporate governance under the listing regulations,
courts or tribunals impacting the going concern status along with a certificate from M/s. Jigar Darji & Associates,
and Company’s operations in the future. Company Secretaries confirming compliance, is annexed
and forms an integral part of this Annual Report.
o During the year under review, there were no changes
in the nature of the business of the Company. ACKNOWLEDGMENTS
MATERIAL CHANGES AND COMMITMENTS, IF ANY, Your Directors express their appreciation for the sincere
AFFECTING THE FINANCIAL POSITION: cooperation and assistance of Central and State
Government authorities, bankers, customers, suppliers
The Board reports that no material changes and
and business associates. Your Directors also wish to
commitments affecting the financial position of the
place on record their deep sense of appreciation for the
Company have occurred between the end of the financial
committed services by your Company’s employees. Your
year ending March 31, 2022 and the date of this Report.
Directors acknowledge with gratitude the encouragement
MANAGEMENT DISCUSSION AND ANALYSIS REPORT and support extended by our valued shareholders.
In terms of the provisions of Regulation 34(2)(e) of SEBI For and on behalf of the Board of Directors
Listing Regulations, the Management’s discussion and
analysis is set out in this Annual Report.
Rashesh M. Bhansali
REPORT ON CORPORATE GOVERNANCE Executive Chairman
Your Company continue to imbibe and emulate the best (DIN 00057931)
corporate governance practices aimed at building trust Place: Mumbai
among all stakeholders- shareholders, employees, Dated: August 9, 2022
23
Goldiam International Limited
ANNEXURE A officer/manager, in case they are not part of
the Board) and company secretary and chief
financial officer.
NOMINATION AND REMUNERATION POLICY
3.8 Subsidiary Company means Subsidiary
1. INTRODUCTION: Company as defined under Section 2(87) of the
This policy has been formulated by the Nomination Companies Act, 2013.
& Remuneration Committee and approved & adopted Unless the context otherwise requires, words
by the Board of Directors. and expressions used in this policy and not
defined herein but defined in the Companies
2. OBJECTIVE OF THE COMMITTEE: Act, 2013 or rules made thereunder, as may
The Committee shall: be amended from time to time shall have the
meaning respectively assigned to them therein.
a. Formulate the criteria for determining
qualifications, positive attributes and 4. GENERAL APPOINTMENT CRITERIA:
independence of a director and recommend to
the Board a policy relating to the remuneration 4.1 The Committee shall consider the ethical
of Directors, key managerial personnel and other standards of integrity and probity, qualification,
employees. expertise and experience of the person for
appointment as Director, KMP or at Senior
b. Formulate of criteria for evaluation of Independent Management level and accordingly recommend
Director and the Board. to the Board his / her appointment.
c. Devise a policy on Board diversity. 4.2 The Company should ensure that the person
d. Identify persons who are qualified to become so appointed as Director/ Independent Director/
Director and persons who may be appointed KMP/ Senior Management Personnel shall not
in Key Managerial and Senior Management be disqualified under the Companies Act, 2013,
positions in accordance with the criteria laid rules made thereunder, Listing Regulations or
down in this policy. any other enactment for the time being in force.
e. Recommend to the Board, appointment 4.3 The Director/ Independent Director/ KMP/ Senior
and removal of Director, KMP and Senior Management Personnel shall be appointed
Management Personnel. as per the procedure laid down under the
provisions of the Companies Act, 2013, rules
3. DEFINITIONS: made thereunder, Listing Regulations or any
3.1 Board means Board of Directors of the Company. other enactment for the time being in force.
3.2 Director means Directors of the Company. 5. ADDITIONAL CRITERIA FOR APPOINTMENT OF
3.3 Committee means Nomination and Remuneration INDEPENDENT DIRECTORS:
Committee of the Company as constituted or The appointment of Independent director shall be
reconstituted by the Board, from time to time. governed as per the provisions of Regulation 16 of
3.4 Company means Goldiam International Limited. Listing Regulations (as amended from time to time)
and the Companies Act, 2013.
3.5 Independent Director means Independent
Director as provided under Regulation 16(1) 6. TERM / TENURE:
(b) of SEBI (Listing Obligations and Disclosure
The Term / Tenure of the Directors shall be governed
Requirements) Regulations 2015/2018 (as may
as per provisions of the Companies Act, 2013 and
be amended from time to time) (hereinafter
rules made thereunder as amended from time to time,
referred “ Listing Regulations”) and/or under
and as per Listing Regulations.
section 149 of the Companies Act, 2013.
3.6 Key Managerial Personnel means Key 7. REMOVAL:
Managerial Personnel as defined under Section Due to reasons for any disqualification mentioned in
2(51) of the Companies Act, 2013. the Companies Act, 2013, rules made thereunder or
3.7 Senior Management The expression ‘‘senior under any other applicable Act, rules and regulations
management’’ means personnel of the company or any other reasonable ground, the Committee may
who are members of its core management team recommend to the Board for removal of a Director,
excluding Board of Directors, comprising all KMP or Senior Management Personnel subject to the
members of management one level below the provisions and compliance of the said Act, rules and
chief executive officer /managing director/whole regulations.
time director/manager (including chief executive
24
Annual Report 2021-22
8. CRITERIA FOR EVALUATION OF INDEPENDENT l. moderate and arbitrate in the interest of the
DIRECTOR AND THE BOARD: company as a whole, in situations of conflict
Following are the Criteria for evaluation of between management and shareholder’s
performance of executive directors, non-executive interest.
directors (including Independent Directors) and the m. abide by Company’s Memorandum and
Board (including Committees): Articles of Association, Company’s policies
8.1 Executive Directors: and procedures including code of conduct,
insider trading guidelines etc.
The Executive Directors shall be evaluated
on the basis of performance of the Company, n. provide various directions in the best
targets/Criteria as may be given to executive interest of the Company on key issues
Directors by the board from time to time. Apart from aforesaid criteria, the Non-
The Independent Directors shall take the views Executive Directors (including Independent
of the executive directors and non-executive Directors) shall be evaluated on any
directors to review the performance of the other criteria as the Board/Committee/
Chairman of the Company. Independent Directors as they deemed
proper from time to time.
8.2 Non -Executive Directors (including Independent
Directors): 8.3 Board (Including Various Committees):
The Non-Executive Directors (including The Board (including various committees) shall
Independent Directors) shall be evaluated on the be evaluated on the basis of the following criteria
basis of the following criteria i.e. whether they: i.e. whether:
a. act objectively and constructively while a. the Board Ensure the integrity of financial
exercising their duties; information and robustness of financial and
other controls.
b. exercise their responsibilities in a bona fide
manner in the interest of the Company and b. the Board oversees the management of
various stakeholders; risk and review the effectiveness of risk
management process.
c. devote sufficient time and attention to their
professional obligations for informed and c. the Board of directors works as a team.
balanced decision making; d. the Board is robust in taking and sticking to
d. do not abuse their position to the detriment decisions.
of the Company or its Shareholders or for e. the Board as a whole up to date with
the purpose of gaining direct or indirect latest developments in the regulatory
personal advantage or advantage for any environment and the market.
associated person; f. sufficient board and committee meetings,
e. refrain from any action that would lead of appropriate length, being held to enable
to loss of his independence (in case of proper consideration of issues.
independent director). g. the relationships and communications with
f. inform the Board immediately when shareholders are well managed.
they lose their independence (in case of h. the relationships and communications
independent director). within the board constructive.
g. assist the company in implementing the i. all directors are allowed or encouraged to
best corporate governance practices. participate fully in board discussions.
h. strive to attend all meetings of the Board of j. the board take the Initiative to maintain
Directors and the Committees; moral value of the Company
i. participate constructively and actively in k. the board contribute to enhance overall
the committees of the Board in which they brand image of the Company
are chairpersons or members;
Apart from aforesaid criteria, the Board
j. strive to attend the general meetings of the (including Committees) shall be evaluated
Company on any other criteria as the Board/
k. keep themselves well informed about the Committee/Independent Directors as they
Company and the external environment in deemed proper from time to time.
which it operates;
25
Goldiam International Limited
9. POLICY ON BOARD DIVERSITY: to Director/ Managing Director etc. shall be
The appointment of director(s) on the Board should governed as per provisions of the Companies
be based on merit that complements and expands the Act, 2013 and rules made thereunder as may
skills, experience and expertise of the Board as a whole, be amended from time to time or any other
taking into account gender, age, professional experience enactment for the time being in force.
and qualifications, educational background, and any 10.3 Non-executive Independent Directors
other factors that the Board might consider relevant and The Non- Executive Independent Director may
applicable from time to time towards achieving a diverse receive remuneration by way of sitting fees
Board. as decided by the Board from time to time for
The Nomination & Remuneration Committee is (among attending meetings of Board or Committee
other things) responsible for reviewing the structure, size thereof; Provided that the amount of such fees
and composition of the Board and the appointment of new shall not exceed the ceiling/ limits as provided
directors of the Company from time to time to ensure that under Companies Act, 2013 and rules made
it has a balanced composition of skills, experience and thereunder as may be amended from time to
expertise appropriate to the requirements of the business time or any other enactment for the time being in
of the Company, with due regard to the benefits of diversity force;
on the Board. 10.4 KMPs / Senior Management Personnel etc.
10. REMUNERATION: The Remuneration to be paid to KMPs/ Senior
10.1 The Committee will recommend the remuneration Management Personnel shall be based on the
to be paid to the Managing Director, Whole- experience, qualification and expertise of the
time Director, KMP and Senior Management related personnel and governed by the limits, if
Personnel to the Board for their approval. any prescribed under the Companies Act, 2013
and rules made thereunder as may be amended
The level and composition of remuneration from time to time or any other enactment for the
so determined by the Committee shall be time being in force.
reasonable and sufficient to attract, retain and
motivate directors, Key Managerial Personnel 10.5 Other employees:
and Senior Management of the quality required Without prejudice to what is stated in para 10.1
to run the company successfully. The relationship to 10.4, the remuneration to be paid to the other
of remuneration to performance should be clear employees shall be decided by the management
and meet appropriate performance benchmarks. of the Company based on the experience,
The remuneration should also involve a balance qualification, expertise of the employees or
between fixed and incentive pay reflecting any other criteria as may be decided by the
short and long-term performance objectives Management.
appropriate to the working of the company and
its goals. 11. SUCCESSION PLANNING
10.2 Director/ Managing Director The Nomination & Remuneration Committee shall
work with the Board on the leadership succession
Besides the above Criteria, the Remuneration/ plan and shall also prepare contingency plans for
compensation/ commission etc. to be paid succession in case of any exigencies.
26
Annual Report 2021-22
ANNEXURE B:
Disclosure 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.
1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year:
Median remuneration of all the employees of the Company for the Financial Year 2021-22 (Amount in `) 288712
Number of permanent employees on the rolls of the Company as on March 31, 2022 35
Notes:
a. The ratio of remuneration to the median remuneration is based on the remuneration paid during the period April
1, 2021 to March 31, 2022.
b. The Company has not paid any remuneration to its Non-Executive and Independent Directors except sitting fees
for attending Board and Board Committees meeting.
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:
4. 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:
The average percentile increased in the salaries of the employees other then the managerial person is 20.81 while
percentile increase in the Managerial Remuneration is 67.85%.
5. Affirmation that the remuneration is as per the remuneration policy of the company:
Remuneration paid during the year ended March 31, 2022 is as per Remuneration policy of the Company.
27
6. The information required under section 197 of the Act read along with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
28
Rules, 2014 including any statutory amendments, modifications, if any are given below:
Remuneration of top ten employees of the Company:
Employee Designation Nature of Educational Age Exper ience Date of Gross Previous Employment and % of Equity held Whether any such
Name Employment Qualification (in years) joining Remu- Designation by employee in the employee is a relative of
whether neration Company within the any director or manager
contractual or paid meaning of Clause of the Company, and if
otherwise (in ` (iii) of Sub-rule 2 so, name such director/
Lakhs) manager
Amish Rohit Production- Permanent T.Y.B.com 47 17 Years 07/01/2019 13.98 Diagold Designs Ltd - NA
Mehta Manager
Darshana J. Chief Financial Permanent C.A. 34 11Years 01/01/2013 13.71 M/s.Rex & George (Sr. Accountant) 0.00 NA
Patel Officer T.Y.B.com
Bhavesh S. Manager– Works Permanent T.Y.B.com 59 35 Years 01/01/2010 12.59 Goldiam (Manager Works) 0.00 NA
Meghani
Seema B. Hardware Manager Contractual Diploma in 55 15 Years 01/04/2015 11.99 PCS Ltd (Sr. Hardware Specialist) 0.01 NA
Meghani Electronics
Engineering
Pamir B. Manager Assorting Contractual H.S.C. 47 28 Years 03/02/2016 10.04 Shrenuj&co.(Sr. Manager Diamond - NA
Bhavsar Dept.)
Pankaj J. Company Permanent C.S. LLB 34 10 Years 10/08/2015 9.91 The Ruby Mills Ltd. (CS & - NA
Parkhiya Secretary & T.Y.B.com Compliance Officer)
Goldiam International Limited
Compliance Officer
Jinesh K. Diamond Buyer Contractual B.com 49 30 Years 01/01/2009 9.86 Manager Assorting 0.02 NA
Mehta
Sintulal G. Designer Contractual S.S.C 45 15 Years 01/03/2014 8.92 Elegant Collection (Sr.Jewellery - NA
Chaudhuri Designer)
Ketul O. Diamond- Buyers Permanent Under Graduate 49 32 Years 01/04/2015 8.75 M/s. M. R. Bhansali - NA
Sukhadia.
Uttam L. Das Cad Designer Contractual S.S.C 37 20 Years 01/03/2012 8.50 Celeste Pvt. Ltd (Cad Designer) - NA
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Annual Report 2021-22
ANNEXURE – C
SECRETARIAL AUDIT REPORT
29
Goldiam International Limited
(vii) The Labour laws applicable to the Company viz.: -
• Factories Act, 1948;
• Industrial Disputes Act, 1947;
• The Payment of Wages Act, 1936;
• The Minimum Wages Act, 1948;
• Employees State Insurance Act, 1948;
• The Employees Provident fund and Misc. Provision Act, 1952;
• The Payment of Bonus Act, 1965;
• The Payment of Gratuity Act, 1972;
• The Contract Labour (Regulation and Abolition) Act, 1970;
• The Maternity Benefit Act, 1961;
• The Child Labour Prohibition and Regulation Act, 1986;
• The Industrial Employment (Standing Orders) Act, 1946;
• The Employees Compensation Act, 1923;
• The Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.
(viii) The Environmental Laws: -
• The Water (Prevention and Control of Pollution) Act, 1974;
• The Air (Prevention and Control of Pollution) Act, 1981.
(ix) Special Economic Zone Act, 2005
(x) Maharashtra Shop and Establishment Act, 1948.
(xi) Maharashtra Value Added Tax Act, 2002.
(xii) The Central Sales Tax Act, 1956.
(xiii) Maharashtra Professional Tax Act, 1975.
(xiv) Goods and Service Tax Act, 2017.
During the period under review the Company has, in our opinion, complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors 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 clarification 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 the Company has not taken any actions/ events occurred having a major
bearing on the Company’s affairs in pursuance to the above referred laws, rules, regulations, guidelines, standards, etc.
referred to above.
For R. N. Shah & Associates
Company Secretaries
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Annual Report 2021-22
‘Annexure A’
To,
The Members,
GOLDIAM INTERNATIONAL LIMITED,
Gems & Jewellery Complex,
M. I. D. C., SEEPZ,
Mumbai-400096.
Place: Mumbai (Rajnikant N. Shah)
Date: May 20, 2022 Proprietor
FCS NO: 1629
C P NO: 700
UDIN: F001629D000351330
31
Goldiam International Limited
ANNEXURE – D
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To,
The Members,
Goldiam Jewellery Limited,
Unit No. G-10, Gr.Floor,
Gems & Jewellery Complex, M. I. D. C., SEEPZ,
Mumbai-400096.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Goldiam Jewellery Limited (“the Company”) The Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion
thereon.
Based on my 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, I hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on March 31, 2022, complied with the Statutory provisions listed hereunder
and also that the company has proper Board-processes and compliance- Mechanism in place to the extent and in the
manner reported hereinafter.
I have examined the Registers, books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2022 according to the provisions of-
(xv) The Companies Act, 2013 the and the Rules made there under;
(xvi) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made under that Act;
(xvii) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made under that Act to the extent of
Foreign Direct Investment (FDI), Overseas direct Investment (ODI), and External Commercial Borrowings (ECB);
(xviii) The Labour laws applicable to the Company viz.:-
• Factories Act, 1948;
• Industrial Disputes Act, 1947;
• The Payment of Wages Act, 1936;
• The Minimum Wages Act, 1948;
• Employees State Insurance Act, 1948;
• The Employees Provident fund and Misc. Provision Act, 1952;
• The Payment of Bonus Act, 1965;
• The Payment of Gratuity Act, 1972;
• The Contract Labour (Regulation and Abolition) Act, 1970;
• The Maternity Benefit Act, 1961;
• The Child Labour Prohibition and Regulation Act, 1986;
• The Industrial Employment (Standing Orders) Act, 1946;
• The Employees Compensation Act, 1923;
• The Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.
(xix) The Environmental Laws:-
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Annual Report 2021-22
• The Water (Prevention and Control of Pollution) Act, 1974;
• The Air (Prevention and Control of Pollution) Act, 1981.
(xx) Special Economic Zone Act, 2005
(xxi) Maharashtra Shop and Establishment Act, 1948.
(xxii) Maharashtra Value Added Tax Act, 2002.
(xxiii) The Central Sales Tax Act, 1956.
(xxiv) Maharashtra Professional Tax Act, 1975.
(xxv) Goods and Service Tax Act, 2017.
During the period under review the Company has, in my opinion, complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors 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 clarification 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.
I 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.
I further report that during the audit period the Company has not taken any actions/ events occurred having a major
bearing on the Company’s affairs in pursuance to the above referred laws, rules, regulations, guidelines, standards, etc.
referred to above.
33
Goldiam International Limited
ANNEXURE – E
BUSINESS RESPONSIBILITY REPORT
INTRODUCTION
We at Goldiam International Limited have been committed to drive societal wellbeing, environmental conservation and
economic development through our core business. We recognize the myriad of risks across the environmental, social and
economic spheres that the world faces and strive to contribute to catalyzing positive change and sustainable development
in a meaningful manner in our capacity.
We present to you Business Responsibility Report 2021-22 based on the National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business, as notified by the Ministry of Corporate Affairs (MCA),
Government of India. Our Business Responsibility Report includes our responses to questions on our performance and
practices on key principles defined by Regulation 34(2)(f) of SEBI Regulations 2015, covering topics across environment,
inclusive development, governance, and stakeholder relationships. Through this report we provide a holistic view of our
performance in FY 2021-22.
SECTION A: GENERAL INFORMATON ABOUT THE COMPANY
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Annual Report 2021-22
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary Company/ Companies?
Yes
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate
the number of such subsidiary company(s)
No
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the
BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%,
more than 60%]
No
Sr. Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do you have a policy/policies for # Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated Y Y Y Y Y Y Y Y Y
in consultation with the relevant
stakeholders?
35
Goldiam International Limited
Sr. Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
3 Does the policy conform to any national / Y* Y* Y* Y* Y* Y* Y* Y* Y*
International standards? If yes, specify?
(50 words)
4 Has the policy been approved by the Y** Y** Y** Y** Y** Y** Y** Y** Y**
Board?
If yes, has it been signed by MD/owner/
CEO/ Appropriate Board Director?
5 Does the company have a specified N N N N N N N N N
committee of the Board/ Director/Official
to oversee the implementation of the
policy?
6 Indicate the link for the policy to be https://www.goldiam.com
viewed online
7 Has the policy been formally Y Y Y Y Y Y Y Y Y
communicated to all relevant internal
and external stakeholders?
8 Does the company have in-house Y Y Y Y Y Y Y Y Y
structure to implement the policy/
policies?
9 Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to the
policy/policies to address stakeholders’
grievances related to the policy/policies?
10 Has the company carried out No
independent Audit/evaluation of the
working of this policy by an internal or
external agency?
Notes:
# GIL has the following policies covering the nine principles: Code of Conduct for Directors and Senior Management, Vigil
Mechanism/Whistle Blower Policy, Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting
for trading by Designated Persons and their immediate relatives, Code of Practices and Procedures for fair disclosure
of Unpublished Price Sensitive Information, Risk Management Policy, Dividend Distribution Policy and Corporate Social
Responsibility Policy.
(*) – The policies have been developed as per the National Voluntary Guidelines on Social, Environment and Economic
responsibilities of businesses published by the Ministry of Corporate Affairs, Government of India in 2011, the Companies
Act, 2013 (“the Act”), SEBI Listing Regulations and other statutory requirements.
(**) – All policies and policy statements have been approved by the Board.
(+) – All the policies can be viewed on https://www.goldiam.com
3. Governance related to BR
a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR
performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
The Executive Chairman of the Company review the BR performance and related issues. The Board of Directors
review relevant BR issues and assess BR performance of the Company annually.
b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
We are publishing BR report as part of our annual report disclosures which is published annually, and is available
online at www.goldiam.com
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Annual Report 2021-22
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1 (P1): Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
Our people’s integrity and fairness in organisational and business dealings is of utmost importance to all in GIL. As a
responsible and leading organization, GIL does its business with utmost integrity. This is exemplified in our Values which
are not just strong words. Not just a theory but a way of life. It’s a collection of habits that should be reflected in our day-to-
day behaviour. We have the following policies in place which form the foundation of our Company’s commitment towards
ethical conduct at all levels:
• Code of Conduct: GIL has its Code of Conduct which is applicable to all the employees of the Company. It does not
extend to the suppliers/contractors/NGOs etc. It is a must for every employee in all of the business
units to follow the values enshrined in the Code of Conduct in their day to day activities. All employees
have to read and understand this Code and abide by it.
• Whistle-Blower Policy: This Policy is applicable to the Directors of the Company or a person who is in direct or indirect
employment with the company who makes a protected disclosure under this policy. This Policy
provides a platform to these stakeholders for making any communication made in good faith that
discloses or demonstrates evidence of any fraud or unethical activity within the company and
had provisions to ensure protection of the whistleblower against victimization for the disclosures
made by him/her.
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend
to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?
Yes. Our policies are primarily applicable for only our company.
2. How many stakeholders’ complaints have been received in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
We have not received any stakeholder complaints pertaining to ethics, transparency or accountability in the
current reporting period. We encourage all our stakeholders to actively communicate with us so that we continually
understand their perceptions of our company while they recognize our ethos of business ethics and responsibility.
Principle 2 (P2): Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle
The Company is engaged in the jewellery business and manufactures gold and diamond jewellery, which do not lose their
physical properties and lustre with time. Jewellery is a fully recyclable product and can be exchanged with a new jewellery
piece at any time.
The Company is committed to provide goods and services to customers that are safe and contribute to sustainability
throughout their life cycle.
List up to 3 products or services whose design has incorporated social or environmental concerns, risks, and/
or opportunities.
• Non cadmium jewellery: We have developed laser soldered jewellery which ensures that the jewellery is free from
cadmium soldering. Removing the usage of cadmium has resulted in better environment and better health of the
workers working on the jewellery.
• Lab-grown Diamond: The Company has introduced its first line of lab-grown diamond jewelry to current and potential
new customers. We are among the first jewelry exporting companies to dive into manufacturing & distribution of the
new age lab-grown diamond jewelry. Lab-grown diamonds cause little to no environmental damage, and they’re more
affordable as well. Lab-grown diamonds are higher purity ratings and are affordable than their natural counterparts.
• Caret purity: Each one of the pieces of our jewellery is hall marked as per BIS standards, which ensures that the
consumers get the correct purity of gold which they are buying. This has ensured that the customers do not get
inferior quality.
1. Does the company have procedures in place for sustainable sourcing (including transportation)?
Each vendor is viewed as a partner in the process of business growth, and also as enablers of mutual long term
sustainable growth. The Company believes in investing time and effort in building mutually beneficial relationships.
The business responsibility extends to the supply chain partners – the people from where the products are sourced
37
Goldiam International Limited
from and the people to whom key processes are outsourced. Vendors are a part of the Company’s family and their
relationship with the Company is a reflection of the same.
We strive to align our procurement practices to the principles of sustainable sourcing to the extent possible in our
capacity. At the core of this commitment is our vision to support and encourage local vendors and reduce our carbon
footprint in this process by sourcing supplies from vendors located close to our office vicinity.
2. Has the company taken any steps to procure goods and services from local & small producers, including
communities surrounding their place of work? If yes, what steps have been taken to improve their capacity
and capability of local and small vendors?
Yes. Other than the basic raw material (Gold) GIL procures a large part of its requirements of goods and services
from local and small producers. We constantly advice and guide the local and small producers for improving their
capacity and capability.
3. Does the Company have mechanism to recycle products and waste? If yes, what is the percentage of
recycling waste and products?
We do not produce any significant waste and all our products are recyclable because they are gold products.
Principle 3 (P3): Businesses should promote the wellbeing of all employees (GIL)
The passion, dedication and hard work of our people are at the crux of our business success. Over the years we have
been able to cultivate a vibrant workforce that thrives on creative ideation and collaboration. We focus on fostering a
work culture that encourages diversity, inclusion and equal opportunity which are vital aspects to enable a collaboration
oriented work environment.
We put forth dedicated efforts to fuel our employees’ career growth while also ensuring their good health and wellbeing.
We encourage our employees to embrace a proactive approach to maintaining good health and wellbeing.
1. Please indicate the total number of employees.
Thirty-five employees as on March 31, 2022.
2. Please indicate the total number of employees hired on temporary/ contractual/casual basis.
An indicative number of the employees hired in contractual/temporary basis were Two hundred fifty, as on March 31,
2022.
3. Please indicate the number of permanent women employees.
Four women employees as on March 31, 2022.
4. Please indicate the number of permanent employees with disability.
Nil employees as on March 31, 2022.
5. Do you have an employee association that is recognized by management?
No
6. What percentage of your permanent employees are a member of this recognized employee association?
Not Applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as on the end of the financial year.
The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace and has internal committees
to deal with concerns raised by employees.
During the financial year 2021-22, the Company had received following complaints:
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Annual Report 2021-22
Principle 4 (P4): Businesses should respect the interests of, and be responsive to the needs of all stakeholders,
especially those who are disadvantage vulnerable, and marginalized.
Yes. The Company has a Corporate Social Responsibility (CSR) Policy, which is guided by the philosophy of GIL and
delineates the Company’s responsibility as a responsible corporate citizen. The CSR Policy of the Company lays
down the guidelines and mechanism to undertake programmes for social welfare and sustainable development of
the community at large. The objective of the Policy is to enhance value creation by the Company in the communities
in which it operates, through its conduct and initiatives, so as to promote sustained growth for the society and
community. The Company ensures that its business is conducted in an economically, socially and environmentally
sustainable manner, while recognising the interests of all its stakeholders.
1. Has the company mapped its internal and external stakeholders?
GIL takes into account the wellbeing of all individuals directly or indirectly associated with it, though a formal mapping
of the internal and external stakeholders has not been conducted.
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?
While there has not been any formal identification of the disadvantaged stakeholders, the Company’s primary
welfare activities are focussed on children, women and students from socially & economically backward groups in
the geographies that have been selected.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable, and
marginalized stakeholders? If so, provide details thereof, in about 50 words or so.
Yes. The Company provides equal opportunity to differently abled and women employees. The Company also
believes in women empowerment by providing them more and more employment opportunities. The policies adopted
and put in place by the Company, specifically - CSR Policy and Code of Conduct, defines the way ahead for the
Company towards the contribution to be made to the society and the manner in which it will conduct itself.
Principle 5 (P5): Businesses should respect and promote human rights.
We are dedicated to safeguard the values of protection of Human rights of all our employees, partners and other
stakeholders. We believe in the universal and fundamental nature of human rights and ensure each employee is aligned
to this organizational belief. We have zero tolerance to harassment and discrimination of any sort. We also strictly
prohibit child labor and forced labour. We treat any breach of these fundamental human rights very seriously within the
organization and ensure timely and appropriate actions aligned to regulations if any incidence of breach comes to light.
1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/Others?
Yes, our company policies and practices related to protection of human rights i.e. sexual harassment, child labor, etc.
extends to all our stakeholders.
2. How many stakeholder complaints have been received in the past financial year and what percent was
satisfactorily resolved by the management?
There have been no stake holder complaints received in this category during the past financial year.
Principle 6 (P6): Business should respect, protect, and make efforts to restore the environment
We recognize that we live in times when climate change, resource scarcity and pollution are realities and imminent
risks in our lives. Aligned to our ethos of responsible stewardship we are committed to make meaningful contributions to
environmental conservation efforts. We believe that environmental conservation efforts can anchor operational efficiencies
and aid in identification of unique opportunities and synergies. We focus on harnessing the value presented by the
transition to a more sustainable future and strive to be abreast with the dynamic developments in collective efforts and
technologies that enable environmental conservation.
1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others?
Our values and policies related to principle 6 extends to our Company.
2. Does the company have strategies/ initiatives to address global environmental issues such as climate
change, global warming, etc.?
In its effort to address the climate change, the Company has adopted a number of initiatives to decrease its energy
consumption and enhance energy efficiency at its properties, thereby reducing its greenhouse gas emissions.
39
Goldiam International Limited
3. Does the company identify and assess potential environmental risks?
No, but we have mechanisms in place to ensure business continuity during extreme weather events or unprecedented
situations.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
No, the Company currently does not have any project related to Clean Development Mechanism.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable
energy, etc.? Y/N.
We have adopted LED lights in all our offices in our effort of enhancing energy efficiency of our premises.
6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for
the financial year being reported?
Yes, our emissions and waste are within permissible limits.
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year.
Nil
Principle 7 (P7): Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
Our values of responsible stewardship and ethics guide our interactions in industry associations and forums. We ensure
that we abide by our values of responsible conduct in our collaboration with industry peers.
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones
that your business deals with.
No
2. Have you advocated/lobbied through above associations for the advancement or improvement of public
good? Yes/No; if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms,
Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles,
Others)
No, in the current reporting period we have not engaged in any such advocacy/lobbying.
Principle 8 (P8): Businesses should support inclusive growth and equitable development
We believe that we grow when societies and communities prosper. Over the past years we have been committed to
contribute to the wellbeing of underserved sections of our society. Our CSR policy defines the vision, scope and objectives
of our CSR activities which encompasses progress on the below mentioned principles set forth by the policy:
• Business should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalised
• Business should respect and promote human rights
• Business work should towards equal development of society
• Business should respect cultural ethnicity and dignity of individuals and foster positive relationship with the people
in the areas where the Company operates
• Business should provide development opportunities to local communities in a culturally appropriate manner, in
consultation & cooperation with local government authorities and other stakeholders, as may be appropriate
• Business should endeavor to develop local entrepreneurship and encouraging use of local goods, services and
manpower to promote inclusive economic growth of local areas
1. Does the company have specified programs/initiatives/projects in pursuit of the policy related to Principle
8? If yes details thereof.
Yes, The Company’s initiatives and projects support inclusive growth. Please refer to CSR Report in Annexure G to
the Board’s Report.
2. Are the programs/projects undertaken through in-house team/own foundation/external NGO/government
structures/any other organization?
Please refer to the CSR Report which is annexed as Annexure G to the Board’s Report in this Annual Report.
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Annual Report 2021-22
3. Have you done any impact assessment of your initiative?
We route our projects through implement agency.
4. What is your company’s direct contribution to community development projects-Amount in INR and the
details of the projects undertaken?
During the financial year 2021-22, the Company spent INR 74.40 lakhs towards CSR initiatives. Details of the projects
are available in Annexure G to the Board’s Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the
community?
We have put in our efforts to provide these facilities to the respective community, the adoption of these measures
is taken care of by the respective institutions to whom we have provided the funds, however, we have received end
fund utilization report from the respective institutions/trust.
Principle 9 (P9): Businesses should engage with and provide value to their customers and consumers in a
responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?
We have received zero complaints from our customers this reporting year.
2. Does the company display product information on the product label, over and above what is mandated as
per local laws?
Not applicable
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behavior during the last five years and pending as on end of financial
year?
There is no case against GIL during last five years, relating to unfair trade practices, irresponsible advertising and/
or anti-competitive behaviour.
4. Did your company carry out any consumer survey/ consumer satisfaction trends?
No
For and on behalf of the Board of
Goldiam International Limited
Place : Mumbai
Date : August 9, 2022 Rashesh Manhar Bhansali Anmol Rashesh Bhansali
Executive Chairman Whole-time Director
41
Goldiam International Limited
ANNEXURE – F
Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts)
Rules, 2014 and forming part of the Report of the Directors
42
Annual Report 2021-22
Specification areas in which R & D carried out by the Company:
• New product Development of Lab grown diamonds keeping in mind green concepts.
• Shortening process cycle for achieving Standardization.
• Creating novel product concept and fashions.
• Process standardization for consistent quality, meeting customer requirements.
Benefits derived as a result of the above R & D:
• Reduction in energy consumption and wastages
• Improvement in product marketability and business viability through consistent quality, lower cost and new
products.
• Meeting customer needs and in turn increased customer satisfaction.
• Import substitution
• Increase profit margin
Future plan of action:
• Increasing range of products
• Development of new export
• Reduction of energy consumption
• Adopting more and more environ friendly process
Expenditure on R & D:
• R&D is a continuous process and the expenditure is not specifically earmarked for the same and is debited to
the generally manufacturing expenses.
43
Goldiam International Limited
ANNEXURE- G
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
(Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014)
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken
and a reference to the web-link to the CSR Policy and projects or programs.
A. Policy Objectives:
Goldiam International Limited (“GIL” of “the Company”) is committed to conduct its business in a socially
responsible, ethical and in an environment friendly manner and to continuously work towards improving quality
of life of the communities in its operational areas and to make concerted efforts towards Promoting welfare and
wellbeing of animals and providing medical care in form of veterinary treatment.
Besides this, the Company may also undertake other CSR activities listed in Schedule VII of the Companies
Act, 2013.
B. Principles:
The CSR activities of the company will be implemented in accordance with the following principles:
• Business should respect, protect, and make efforts to restore the environment.
• Business should respect the interests of, and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalised.
• Business should respect and promote human rights.
• Business work should towards equal development of society.
• Business should respect cultural ethnicity and dignity of individuals and foster positive relationship with
the people in the areas where the Company operates.
• Business should provide development opportunities to local communities in a culturally appropriate
manner, in consultation & cooperation with local government authorities and other stakeholders, as may
be appropriate.
• Business should endeavor to develop local entrepreneurship and encouraging use of local goods, services
and manpower to promote inclusive economic growth of local areas.
• Animal Health and Welfare
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Annual Report 2021-22
2. Composition of CSR Committee:
(For further details on the meeting of the CSR Committee, please refer to the Report on Corporate Governance,
which forms part of the Annual Report).
Sl. Financial Year Amount available for set-off from Amount required to be set-off for the
No. preceding financial years (in `) financial year, if any (in `)
N.A.
6. Average net profit of the company as per section 135(5):- `3719.92 Lakhs
7. (a) Two percent of average net profit of the company as per section 135(5):- `74.40 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.: Nil
(c) Amount required to be set off for the financial year, if any : `11.00 Lakhs
(d) Total CSR obligation for the financial year (7a+7b-7c): `63.40 Lakhs
8. (a) CSR amount spent or unspent for the financial year
45
Goldiam International Limited
(b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from Local Location of the Project Amount Amount spent Amount Mode of tMode of
No. of the the list of area project. duration. allocated in the current transferred to Imple- Implementation -
Project. activities in (Yes/ for the financial Year Unspent CSR mentation Through Implementing
Schedule No). project (in `). Account for the - Direct Agency
VII to the (in `). project as per (Yes/No).
Act. Section 135(6)
(in `
State. District . Name CSR
Registration
number.
N.A.
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
TOTAL 64.05
(d) Amount spent in Administrative Overheads: None
(e) Amount spent on Impact Assessment, if applicable: Not applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 64.05 Lakhs
(g) Excess amount for set off, if any: ` 0.65 lakhs
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Annual Report 2021-22
(v) Amount available for set off in succeeding financial years 0.65
[(iii)-(iv)]
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. No. Preceding Amount Amount Amount transferred to any fund specified under Schedule VII as per Amount
Financial transferred spent section 135(6), if any. remaining to
Year. to Unspent in the be spent in
CSR Account reporting succeeding
under section Financial financial yea`
135 (6) (in `) Year (in `). (in `)
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not
applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year: (asset-wise details).
a) Date of creation or acquisition of the capital asset(s).: Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset. Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc. Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the
capital asset).: Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section
135(5).:- Not Applicable
For and on behalf of Board For and on behalf of CSR Committee of Board
_______________ _______________
Rashesh Manhar Bhansali Ajay M. Khatlawala
Executive Chairman Chairperson of CSR Committee of Board
August 9, 2022
47
Goldiam International Limited
MANAGEMENT DISCUSSION AND ANALYSIS
This report covers the operations and financial performance of the Company for the year ended March 31, 2022.
The Company has two segments viz. jewellery manufacturing and investment activity. The contribution of Jewellery
manufacturing segment to the total standalone turnover of the Company was 93.11% during the FY 2021-22 and residual
portion was contributed by investment activity.
OPPORTUNITIES:
Based on its potential for growth and value addition, the Government declared gems and jewellery sector as a focus area
for export promotion. The Government has undertaken various measures recently to promote investment and upgrade
technology and skills to promote ‘Brand India’ in the international market.
The Government has permitted 100% FDI in the sector under the automatic route, wherein the foreign investor or the
Indian company do not require any prior approval from the Reserve Bank or Government of India.
In Union Budget 2021-22, the government announced reduction on import duty for precious metals (including gold and
silver) to 7.5%, from 12%, that will help the gems and jewellry exports market in India become globally competitive. The
Bureau of Indian Standards (BIS) has revised the standard on gold hallmarking in India from January 2018 to include
a BIS mark, purity in carat and fitness, as well as the unit’s identification and the jeweller’s identification mark on gold
jewellery. The move is aimed at ensuring stringent quality check on gold jewellery. The Government has made hallmarking
mandatory for gold jewellery and artefacts and a period of one year is provided for its implementation.
The demand for jewellery is expected to be significantly supported by the recent positive developments in the industry.
The positive export growth in the month of March 2022 can be majorly attributed to the return to pre-pandemic ways of
consumer spending, increase in store retail sales, removal of all covid-19 restrictions across the world and continued
recovery in key export destinations such as USA, Israel, Europe, Asia, among others and continued support of the
government to the G&J sector.
THREATS:
The positive growth trend of the diamond industry continued fueled by strong demand for rough diamonds amid continuing
geo-political tensions and sanctions imposed on Russia, steady recovery in key export destinations such as USA, Europe,
Israel, among others, resilient consumer & business sentiment, easing of almost all covid-19 restrictions pertaining to
manufacturing in the domestic market. However, the diamond outlook for the 2023 remains uncertain with concerns rose
about Russian sanctions, inflation, supply chain issues and China’s Covid-19 restrictions.
The Company is exposed to risk in exchange rate fluctuations as the Company is dependent on exports sales. However,
the Company closely monitors and takes appropriate steps to reduce such risks.
48
Annual Report 2021-22
Competition which has always been a challenge is countered by better quality and designs, branding, catering to changing
customer demands/styles and cost control measures. Increasing prices of raw materials have affected and can affect the
profit margins. However, the Company continuously thrives for improved production efficiency to counter this risk as far
as possible.
OUTLOOK:
The ongoing Russia-Ukraine conflict is expected to have an adverse impact on the diamond industry by disrupting the
supply of rough diamonds used for manufacturing finished products. The rising inflation, declined consumer income and
on set of 4th covid wave in different countries are other factors that could subdue the growth of the sector. However,
the outlook for the industry remains positive with the upcoming trade shows-IIJS Premiere 2022 ,IGJS Jaipur 2022,etc,
inauguration of the India Jewellery Exposition (IJEX) center in Dubai, signing of agreements with key export destination
such as UAE, Australia, Israel, UK, Canada, among others, removal of all covid-19 restrictions in the domestic market and
positive announcements in the Union Budget 2022-23 for the G&J sector.
FINANCIAL PERFORMANCE:
During the financial year ended March 31, 2022, your Company recorded a consolidated turnover of ` 68774.32 lakhs as
compared to the turnover of ` 40600.28 lakhs in the previous financial year ended March 31, 2021 thereby consolidated
turnover reflects a growth of 69.39% over previous year. The consolidated Profit before tax and exceptional items were
`14862.67 lakhs as against ` 9716.40 lakhs of the previous year resulted in growth of consolidated profit approximately
by 52.96% over previous year. The consolidated Profit after tax stood at `10595.81 lakhs as compared to the profit of `
6706.88 lakhs in the previous year.
49
Goldiam International Limited
The Company has achieved a standalone turnover of `39072.81 lakhs during the FY 2021-2022 as compared to
`21605.54 lakhs during the previous year reflects a growth of 80.85% over the corresponding financial year ended March
31, 2021. The standalone profit after tax of the Company increased by 88.13% from `3051.36 lakhs to `5740.38 lakhs in
the current year.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis describing Company’s objective, projections, estimates and
expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the
Company’s operations include, among others, economic conditions affecting demand/supply and price conditions in the
domestic and overseas markets in which the Company operates, changes in Government regulations, tax laws, statutes
and other incidental factors.
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Annual Report 2021-22
REPORT ON CORPORATE GOVERNANCE
The Board of Directors of the Company present the Company’s Report on Corporate Governance for the financial year
ended March 31, 2022 in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) as amended by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (“the Amendment Regulations”), and
any other amendments.
2. BOARD OF DIRECTORS:
Name of the Director PAN & DIN Category (Chairperson / Date of Appointment
Executive/Non-Executive/ in the current term/
Independent/Nominee)& cessation
Rashesh Manharbhai Bhansali AABPB5614N Executive Chairman 01-02-2021
00057931
Ajay Manharlal Khatlawala AAQPS5847R Independent Director 24-09-2018
00124042
Tulsi Gupta AWYPB1936G Non-executive 25-11-2017
06905143 Non-Independent Director
Pannkaj C Ghadiali AAAPG8956D Independent Director 25-11-2017
00003462
Anmol Rashesh Bhansali BUDPB9490D Whole-time Director 25-11-2017
07931599
Nipa Utpal Sheth AALPS0117R Independent Director 31-08-2020
00081064
The Chairman of the Board of Directors is an Executive Director.
None of the Independent Director(s) of the Company resigned before the expiry of their tenure.
51
Goldiam International Limited
2.2 Appointment and Tenure
As regards the appointment and tenure of Independent Directors, following is the policy adopted by the Board:
• The Company has adopted the provisions with respect to appointment and tenure of Independent Directors
which are consistent with the Companies Act, 2013 and Listing Regulations.
• The Independent Directors will serve a maximum of two terms of five years each.
• The Company would not have any upper age limit of retirement of Independent Directors from the Board
and their appointment and tenure will be governed by provisions of the Companies Act, 2013 and Listing
Regulations.
2.7 Quorum:
The quorum of the Board has been adopted pursuant to Regulation 17(2A) of the Listing Regulations, i.e. the
quorum of a Meeting of the Board of Directors shall be one-third of the total strength of the Board or three
directors, whichever is higher, including at least one independent director.
52
Annual Report 2021-22
performance of Non-independent Directors (including the Chairman) and the entire Board. The Independent
Directors also reviewed the quality, content and timelines of the flow of information between the Management
and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their
duties.
2.9 Agenda
The Board of Directors is responsible for the management of the business of the Company and meets regularly
for discharging its role and functions.
The Board of Directors of the Company reviews all information provided periodically for discussion and
consideration at its meetings in terms of provisions of Companies Act, 2013 read with rules thereunder and
SEBI Listing Regulations.
Detailed Agenda are circulated to the Directors in an advance. All material information is incorporated in
the agenda for facilitating meaningful and focused discussions at the meetings. In special and exceptional
circumstances, additional item(s) on the agenda are permitted to be discussed at the Meeting.
53
Goldiam International Limited
In the table below, specific areas of focus or expertise of individual Board members have been highlighted,
however, the absence of a mark against a member’s name does not necessarily mean that the member does
not possess the corresponding qualification or skill
Area of expertise
Corporate Governance
Name of Manufacturing,
Finance and professional Board & International
Director Sales & General
and skills and knowledge Executive Business
Marketing of Administration
Accounting including legal and Management Experience
jewellery
regulatory
Rashesh Manhar 3 3 3 3 3
Bhansali
Ajay Khatlawala 3 3 3 3
Pannkaj C 3 3 3 3
Ghadiali
Tulsi Gupta 3 3 3
Anmol Rashesh 3 3 3 3
Bhansali
Nipa Utpal Sheth 3 3 3 3 3
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Annual Report 2021-22
2.13 Familiarisation Programme for Independent Directors:
Each Independent Director is familiarized with the Company, their roles, rights in the Company, nature of
the industry in which the Company operates, business model of the Company, etc. from time to time. The
Company makes consistent efforts to acquaint the Board with the overall business performance. Further, they
are periodically updated on material changes in regulatory framework and its impact on the Company.
Moreover, when new Director(s) are inducted on the Board, an information pack is handed over to them which
includes, Company profile, Company’s Codes and Policies and such other operational information which will
enable them to understand the Company and its business(es) in a better way.
The details of such familiarisation program can be accessed from the company’s website www.goldiam.com.
Mr.Ajay M. Khatlawala, Chairman of Audit Committee was present at the last Annual General Meeting to answer
the shareholders queries.
Terms of Reference:
The terms of reference of the Audit Committee are as per the guidelines set out in the listing regulation read with
section 177 of the Companies Act, 2013.
The terms of reference of the Audit Committee are broadly as under:
• Oversight of the company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees and terms of appointment of auditors of the
Company.
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
55
Goldiam International Limited
• Reviewing with the management quarterly, half-yearly, nine-months and annual financial statements,
standalone as well as consolidated, before submission to the Board for approval;
• Reviewing, with the management, the annual financial statements and auditors report thereon before
submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director’s 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.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications and Modified opinion(s) in the draft audit report.
h. Compliance with accounting standards;
i. Contingent liabilities;
j. Claims against the Company and their effect on the financial statements; the term “financial statement”
shall have the meaning ascribed to such term under Section 2(40) of the Companies Act, 2013;
• Reviewing and monitoring the auditor’s 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 undertaking or assets of the Company, wherever it is necessary.
• Evaluation of internal financial control and risk management systems.
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems.
• Discussion with internal auditors any significant findings and follow up there on.
• Reviewing and approving yearly management representation letters to the statutory auditors
• 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.
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (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 Chief Financial Officer or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of
the candidate.
• Reviewing the financial statements of the unlisted subsidiary companies.
• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding INR 100 crore or 10% of the asset size of the subsidiary, whichever is lower
• The Audit Committee also reviews the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief internal auditor.
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Annual Report 2021-22
• Review compliance with provisions of Securities Exchange Board of India (Prevention of Insider Trading)
Regulation, 2015 (including any amendment or modification from time to time) at least once in a financial
year and shall verify that the systems for internal controls for ensuring compliance to these Regulations,
are adequate and are operating effectively; and
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
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Goldiam International Limited
• Remuneration paid to Non-Executive Directors: (Amt. in `)
*Sitting fee of `20,000/- paid to each independent director for attending Independent Directors Meeting.
58
Annual Report 2021-22
The term of reference of this Committee is to comply with the requirements of Section 135 of the Companies Act,
2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other relevant compliances.
The Committee had 2 meetings in the year which were attended by the members as under:
The composition and attendance of the Corporate Social Responsibility Committee:
Terms of reference:
The terms of reference of the Risk Management Committee inter alia are as follows:
(1) To formulate a detailed risk management policy which shall include:
• A framework for identification of internal and external risks specifically faced by the listed entity, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee.
• Measures for risk mitigation including systems and processes for internal control of identified risks.
• Business continuity plan.
(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
(4) To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;
(5) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;
(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.
(7) and the following powers:
To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain outside legal or other professional advice.
• To secure attendance of outsiders with relevant expertise, if it considers necessary.
59
Goldiam International Limited
i) Special Resolution:
60
Annual Report 2021-22
ii) Ordinary Resolutions:
5. DISCLOSURES:
5.1 Materially significant related party transaction:
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation
23 of the Listing Regulation during the financial year were in the ordinary course of business and on an arms
length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no
materially significant transactions with related parties during the financial year which were in conflict with the
interest of the Company. Suitable disclosure as required by the Accounting Standards has been made in the
notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company’s
website at http://goldiam.com/downloads2022/january/Policy-on-Related-Party-Transaction-GIL-30-3-22.pdf
A statement in summary form of the transactions with related parties were periodically placed before the Audit
Committee as required under Regulation 23 of the Listing Regulation and as required under the Companies Act,
2013.
The Company has framed the policy for determining material subsidiary as required by under Regulation 16
of the Listing Regulations. The objective of this policy is to lay down criteria for identification and dealing with
material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy
on Material Subsidiary is available on the website of the Company under the weblink: http://goldiam.com/
downloads2022/january/Policy-on-Related-Party-Transaction-GIL-30-3-22.pdf
5.2 Details of non-compliance/ penalties/ strictures imposed on the Company by the Statutory Authorities:
During the year under review, the Company has complied with the applicable statutory provisions, rules and
regulations of the Stock Exchange as well as SEBI relating to the Capital Market. However, the Company had
been penalized for ` 3,05,000/- vide National Stock Exchange of India Limited (NSE) Order dated September
2, 2021 bearing Ref. No. NSE/LIST/SOP/ GOLDIAM during the Financial Year 2021-22 for failure to appoint of
Independent Woman Director on the Board by April 1, 2020 i.e. Financial Year 2020-21 pursuant to regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said penalty amount
paid by the Company to NSE within the prescribed time. Apart from the said penalty there were no other non-
compliances for which penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or
any other statutory authority on any matter related to the capital market during the last three years.
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Goldiam International Limited
Price Sensitive Information in accordance with the guidelines specified under SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time. The Compliance Officer under the Code of Conduct
to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives is responsible for
complying with the procedures, monitoring adherence to the rules for the prevention of disclosure of unpublished
price sensitive information, pre-clearance of trade, monitoring of trades and implementation of Code of Conduct
under the overall supervision of the Board.
The Company’s Codes, inter- alia, prohibits purchase and/or sale of shares of the Company by an Insider,
while in possession of Unpublished Price Sensitive Information (“UPSI”) in relation to the Company during
the prohibited period which is notified to all sufficiently in advance. The Company’s Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information is uploaded on the Company’s
website at www.goldiam.com
5.4 Details of fees paid to the Statutory Auditor:
Details of total fees for all services paid by GIL and its subsidiaries, on a consolidated basis, to the Statutory
Auditor, is tabled hereunder:
(in ` Lakhs)
5.5 Whistle Blower Policy affirmation that no person has been denied access to Audit Committee:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and provisions of the Listing Regulation, the
Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report
genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company‘s Code
of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimisation
of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access
to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at
http://goldiam.com/downloads2018/july/Whistle-Blower-Policy.pdf
b. Subsidiaries:
Pursuant to amendment in definition of “Material Subsidiary” of regulation 16(1)(c) of SEBI(Listing
Obligations & Disclosure Requirements) Regulations, 2015, Goldiam Jewellery Limited is non-listed
material Indian subsidiaries in terms of Listing Regulation with turnovers exceeding 10% of the consolidated
turnover of the holding company with all its subsidiaries.
Further during the year ended March 31, 2022, the Company completed acquisition of additional 37%
partners’ capital in Eco-Friendly Diamonds LLP (“ECO”) for a consideration of `8,33,69,510/-. Accordingly,
the Company has controlled 88% partners’ capital in Eco-Friendly Diamonds LLP (“ECO”) as on March
31, 2022.
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Annual Report 2021-22
In terms of Regulation 24 of the Listing Regulations the financial statements of the unlisted subsidiary
companies are reviewed quarterly by the Audit Committee and the minutes of the Board meetings of the
unlisted subsidiary companies are regularly placed before the Company’s Board of Directors Meeting.
c. MD/CFO Certification
The Executive Director and the Chief Financial Officer have issued certificate pursuant to the provisions
of Regulation 17(8) of the Listing Regulations certifying that the financial statements do not contain any
materially untrue statement and these statements represent a true and fair view of the Company’s affairs.
The said certificate is annexed and forms part of the Annual Report.
6. MEANS OF COMMUNICATION:
The quarterly, half-yearly, and annual financial results along with the press release are posted by the Company on
its website www.goldiam.com.
These are also submitted to BSE Limited and National Stock Exchange of India Limited (NSE), in accordance
with Regulation 33 of the Listing Regulations, and published quarterly in leading newspapers like the “Business
Standard” and “ Lakshdeep” in accordance with Regulation 47 of the Listing Regulations and also made available on
the website of the Company, ‘www.goldiam.com’.
7.1 Dividend:
For FY 2021-2022, based on the Company’s performance, the Directors have declared 1st interim dividends
of 30% (`3/- per share) on each paid up equity share of `10/- already paid and recommend final dividend of
Re.0.60/-(i.e. 30%) on each paid up equity share of `2/- for the financial year ended March 31, 2022 and total
outgo on the Dividend was `1307.70 Lakhs.
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Goldiam International Limited
8.6 Annual Listing Fees:
The Annual Listing Fees for the financial year 2021-2022 have been paid by your Company within stipulated
time.
8.9 Performance in comparison to board based indices such as NSE Nifty & BSE Sensex :-
17700 1200 59200 1200
17350 1050 57700 1050
16900 900 900
56200
16500 750 54700 750
16100
600 53200 600
15700
450 51700
15300 450
14900 300 50200 300
14500 150
48700 150
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Nifty Closing Goldiam NSE Closing Sensex Closing Goldiam BSE Closing
Face value of equity shares sub-dividend from Rs.10/- per share to Rs.2/- per share with effect from March 29, 2022.
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Annual Report 2021-22
Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agent in
15 days of receipt of the documents, provided the documents are found to be in order, Shares under objection are
returned within two weeks. The transfers of physical shares and issue of duplicate share certificate are affected by
the Stakeholders Relationship Committee. The minutes of the meetings of the Stakeholders Relationship Committee
are placed at the Board Meeting.
The Company obtains from a Company Secretary in Practice yearly certificate of compliance with the share
transfer formalities as required under Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 and files a copy of the certificate with the Stock Exchanges.
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Goldiam International Limited
8.14 Transfer of Unclaimed/ Unpaid Dividend and Shares to Investor Education and Protection Fund
As per the provisions of Section 124 of the Companies Act, 2013, shares of the shareholders, who has not claimed
dividends for a continuous period of 7 years, shall be transferred to Investor Education and Protection Fund Authority
account. Accordingly, the Company has transferred 9152 equity shares to Investor Education and Protection Fund
during the Financial Year ended March 31, 2022.
Shareholders of the Company who have not received or encashed their dividend warrants/drafts for the financials
years, as mentioned below, are requested to claim the unpaid/unclaimed dividend from the Company before its
transfer to above mentioned Fund:
Year of Declaration Date of Declaration of Dividend Interim/ Final Due Date for transfer to IEPF
2013-2014 September 30, 2014 Final October 30, 2021
2014-2015 September 30, 2015 Final November 6, 2022
2015-2016 February 10, 2016 Interim March 15, 2023
2015-2016 September 27, 2016 Final November 1, 2023
2016-2017 February 13, 2017 Interim March 20, 2024
2017-2018 September 24, 2018 Final October 29, 2025
2018-2019 February 13, 2019 Interim March 20, 2026
2019-2020 August 12, 2019 1st Interim September 16, 2026
2018-2019 September 25, 2019 Final October 30, 2026
2019-2020 February 12, 2020 2nd Interim March 18, 2027
2019-2020 September 25, 2020 Final October 30, 2027
2020-2021 November 10, 2020 1st Interim December 16, 2027
2020-2021 February 11, 2021 2nd Interim March 17, 2028
2020-2021 August 28, 2021 Final October 2, 2028
2021-2022 February 8, 2022 1st Interim March 15, 2029
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Annual Report 2021-22
8.16 Dematerialization of shares and Liquidity:
About 99.10% of total equity share capital is held in dematerialized form with NSDL and CDSL as on March 31,
2022. The International Securities Identification Number (ISIN) allotted to the shares of the Company under the
Depository System is INE025B01025.
8.18 Outstanding global depository receipts or American depository receipts or warrants or any convertible
instruments, conversion date and likely impact on Equity:
As on date, the Company has not issued GDR/ADR/Warrants or any convertible instruments.
8.19 Commodity price risk or foreign exchange risk and hedging activities:
Not Applicable
RASHESH M. BHANSALI
EXECUTIVE CHAIRMAN
(DIN: 00057931)
Mumbai: August 9, 2022
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Goldiam International Limited
EXECUTIVE DIRECTOR AND CFO CERTIFICATION:
We, the undersigned, in our respective capacities as Executive Chairman and Chief Financial Officer (CFO) of Goldiam
International Limited (“the Company”), to the best of our knowledge and believe certify that:
(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2022 and that to
the best of our knowledge and belief, we state that:
(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) We further state that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
(c) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the
same over the financial reporting of the Company and have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or purpose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit Committee that there are
(i) no significant changes in internal control over financial reporting during the year;
(ii) no significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
(iii) no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system over financial
reporting.
For GOLDIAM INTERNATIONAL LIMITED
Mumbai Rashesh M. Bhansali Darshana Faldu
August 9, 2022 Executive Chairman Chief Financial Officer
Jigar Darji
Proprietor
Membership No. 57854
Place : Mumbai COP. 21802
Date: July 15, 2022 UDIN No. A057854D000629502
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Annual Report 2021-22
INDEPENDENT AUDITORS’ REPORT
To the Members of GOLDIAM INTERNATIONAL LIMITED standalone financial statements, and our auditor’s report
Report on the Audit of the Standalone Financial Statements thereon.
• Our opinion on the standalone financial statements
Opinion does not cover the other information and we do not
We have audited the accompanying standalone financial express any form of assurance conclusion thereon.
statements of GOLDIAM INTERNATIONAL LIMITED • In connection with our audit of the standalone
(“the Company”) which comprises the Balance Sheet financial statements, our responsibility is to read the
as at March 31, 2022, the Statement of Profit and Loss, other information and, in doing so, consider whether
(including Other Comprehensive Income), statement of the other information is materially inconsistent with
changes in Equity and statement of cash flows for the the standalone financial statements or our knowledge
year then ended, and notes to the financial statements, obtained during the course of our audit or otherwise
including a summary of significant accounting policies and appears to be materially misstated.
other explanatory information.
• If, based on the work we have performed, we
In our opinion and to the best of our information and conclude that there is a material misstatement of this
according to the explanations given to us, the aforesaid other information, we are required to report that fact.
Ind AS standalone financial statements give the We have nothing to report in this regard.
information required by the Companies Act, 2013 (the
Act) in the manner so required and give a true and fair Management’s and Board of Directors’ Responsibility
view in conformity with the accounting principles generally for the Standalone Financial Statements
accepted in India including Indian Accounting Standards The Company’s Board of Directors is responsible for the
(“Ind AS) specified under section 133 of the Act, of the matters stated in section 134(5) of the Companies Act,
state of affairs of the Company as at March 31, 2022, 2013 (“The Act”) with respect to the preparation of these
and its total comprehensive income (comprising of profit Ind AS standalone financial statements that give a true and
and other comprehensive income), its cash flows and the fair view of the financial position, financial performance,
changes in equity for the year ended on that date. (including Other Comprehensive Income), changes in
Basis for Opinion equity and cash flows of the Company in accordance
with the accounting principles generally accepted in
We conducted our audit in accordance with the Standards India, including the accounting Standards specified in the
on Auditing (SAs) specified under section 143(10) of companies ( Indian Accounting Standard) rules 2015 ( as
the Companies Act, 2013. Our responsibilities under amended ) under section 133 of the Companies Act, 2013.
those Standards are further described in the Auditor’s This responsibility also includes maintenance of adequate
Responsibilities for the Audit of the Financial Statements accounting records in accordance with the provisions of
of our report. We are independent of the Company in the Act for safeguarding of the assets of the Company
accordance with the Code of Ethics issued by the Institute and for preventing and detecting frauds and other
of Chartered Accountants of India and we have fulfilled irregularities; selection and application of appropriate
our other ethical responsibilities in accordance with the implementation and maintenance of accounting policies;
provisions of the Companies Act, 2013. We believe that making judgments and estimates that are reasonable and
the audit evidence we have obtained is sufficient and prudent; and design, implementation and maintenance of
appropriate to provide a basis for our opinion on the adequate internal financial controls, that were operating
standalone financial statements. effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
Key Audit matter
presentation of the Ind AS financial statement that give a
We have determined that there are no key audit matters to true and fair view and are free from material misstatement,
communicate in our report. whether due to fraud or error.
Information other than the Financial Statements and In preparing the Ind AS financial statements, management
Auditor’s Report Thereon is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
The Company’s Board of Directors is responsible for the matters related to going concern and using the going
other information. The other information comprises the concern basis of accounting unless management either
information included in the Management Discussion and intends to liquidate the Company or to cease operations,
Analysis, Board’s Report including Annexures to Board’s or has no realistic alternative but to do so.
Report, Report on Corporate Governance, Business
Responsibility Report and Shareholder’s Information, but The respective Board of Directors is also responsible for
does not include the consolidated financial statements, overseeing the company’s financial reporting process.
69
Goldiam International Limited
Auditor’s Responsibilities for the Audit of the events in a manner that achieves fair presentation.
Standalone Financial Statements Materiality is the magnitude of misstatements in the
Our objectives are to obtain reasonable assurance about standalone financial statements that, individually or in
whether the financial statements as a whole are free from aggregate, makes it probable that the economic decisions
material misstatement, whether due to fraud or error, of a reasonably knowledgeable user of the standalone
and to issue an auditor’s report that includes our opinion. financial statements may be influenced. We consider
Reasonable assurance is a high level of assurance, but quantitative materiality and qualitative factors in (i)
is not a guarantee that an audit conducted in accordance planning the scope of our audit work and in evaluating
with SAs will always detect a material misstatement when the results of our work; and (ii) to evaluate the effect of
it exists. Misstatements can arise from fraud or error and any identified misstatements in the standalone financial
are considered material if, individually or in the aggregate, statements.
they could reasonably be expected to influence the We communicate with those charged with governance
economic decisions of users taken on the basis of these regarding, among other matters, the planned scope and
financial statements. timing of the audit and significant audit findings, including
As part of an audit in accordance with SAs, we exercise any significant deficiencies in internal control that we
professional judgment and maintain professional identify during our audit.
skepticism throughout the audit. We also: We also provide those charged with governance
(i) Identify and assess the risks of material misstatement with a statement that we have complied with relevant
of the standalone financial statements, whether due ethical requirements regarding independence, and
to fraud or error, design and perform audit procedures to communicate with them all relationships and other
responsive to those risks, and obtain audit evidence matters that may reasonably be thought to bear on our
that is sufficient and appropriate to provide a basis independence, and where applicable, related safeguards.
for our opinion. The risk of not detecting a material From the matters communicated with those charged with
misstatement resulting from fraud is higher than for governance, we determine those matters that were of
one resulting from error, as fraud may involve collusion, most significance in the audit of the standalone financial
forgery, intentional omissions, misrepresentations, or statements of the current period and are therefore the key
the override of internal control. audit matters. We describe these matters in our auditor’s
(ii) Obtain an understanding of internal controls relevant report unless law or regulation precludes public disclosure
to the audit in order to design audit procedures that about the matter or when, in extremely rare circumstances,
are appropriate in the circumstances, Under Section we determine that a matter should not be communicated
143(3)(i) of the Act, we are also responsible for in our report because the adverse consequences of doing
expressing our opinion on whether the Company has so would reasonably be expected to outweigh the public
adequate internal financial controls system in place interest benefits of such communication.
and the operating effectiveness of such controls.
Report on Other Legal and Regulatory Requirements
(iii) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates 1) As required by the Companies (Auditor’s Report)
and related disclosures in the standalone financial Order, 2020 (“the Order”), issued by the Central
statements made by the Management. Government of India in terms of sub-section (11) of
section 143 of the Companies Act, 2013, we give in
(iv) Conclude on the appropriateness of management’s the “Annexure-A” statement on the matters specified
use of the going concern basis of accounting and, in paragraphs 3 and 4 of the Order, to the extent
based on the audit evidence obtained, whether applicable.
a material uncertainty exists related to events or
conditions that may cast significant doubt on the 2) As required by Section 143(3) of the Act, we report
ability of the company to continue as a going concern. that:
If we conclude that a material uncertainty exists, we a) We have sought and obtained all the information and
are required to draw attention in our auditor’s report explanations which to the best of our knowledge and
to the related disclosures in the standalone financial belief were necessary for the purposes of our audit.
statements or, if such disclosures are inadequate, to
b) In our opinion, proper books of account as required
modify our opinion. Our conclusions are based on the
by law have been kept by the Company so far as it
audit evidence obtained up to the date of our auditor’s
appears from our examination of those books.
report. However, future events or conditions may cause
the Company to cease to continue as a going concern. c) The Balance Sheet, the Statement of Profit and Loss,
(including other comprehensive income) and the
(v)
Evaluate the overall presentation, structure and
Cash Flow Statement dealt with by this Report are in
content of the Ind AS financial statements, including
agreement with the books of account.
the disclosures, and whether the standalone financial
statements represent the underlying transactions and d) In our opinion, the aforesaid standalone financial
70
Annual Report 2021-22
statements comply with the Accounting Standards whatsoever (“Ultimate Beneficiaries”) by or on
specified under Section 133 of the Act, read with behalf of the Company or
Rule 7 of the Companies (Accounts) Rules, 2014. • provide any guarantee, security or
e) On the basis of the written representations received the like to or on behalf of the Ultimate
from the directors as on 31st March, 2022 taken Beneficiaries;
on record by the Board of Directors, none of the (ii) The management has represented that, to
directors is disqualified as on 31st March, 2022 from the best of its knowledge and belief, no funds
being appointed as a director in terms of Section 164 have been received by the Company from any
(2) of the Act. persons or entities, including foreign entities
f) With respect to the adequacy of the internal financial (“Funding Parties”), with the understanding,
controls over financial reporting of the Company and whether recorded in writing or otherwise, that
the operating effectiveness of such controls, refer the Company shall:
to our separate Report in “Annexure-B”. Our report • directly or indirectly, lend or invest in other
expresses an unmodified opinion on the adequacy persons or entities identified in any manner
and operating effectiveness of the Company’s whatsoever (“Ultimate Beneficiaries”) by or
internal financial controls over financial reporting. on behalf of the Funding Party or
g) With respect to the other matters to be included in the • provide any guarantee, security or the
Auditor’s Report in accordance with the requirements like from or on behalf of the Ultimate
of Section 197(16) of the Act, as amended, Beneficiaries; and
In our opinion and to the best of our information (iii)
Based on such audit procedures as
and according to the explanations given to us, the considered reasonable and appropriate in
remuneration paid by the Company to its directors the circumstances, nothing has come to our
during the year is in accordance with the provisions notice that has caused us to believe that the
of Section 197 of the Act. representations under sub-clause (d)(i) and (d)
3) With respect to the other matters to be included in (ii) contain any material misstatement; and
the Auditor’s Report in accordance with Rule 11 of e) The dividend declared or paid during the year
the Companies (Audit and Auditors) Rules, 2014, in by the Company is in compliance with Section
our opinion and to the best of our information and 123 of the Act.
according to the explanations given to us:
4) With respect to the matter to be included in the
a) The company has disclosed the impact of pending Auditor’s Report under Section 197(16) of the Act:
litigations as at 31st March, 2022 on its financial
position in its Ind AS financial position in its In our opinion and according to the information and
standalone financial statements – refer note 43 to the explanations given to us, the remuneration paid by
Ind AS financial statements. the Company to its directors during the current year
is in accordance with the provisions of Section 197
b) The Company did not have any long-term contracts of the Act. The remuneration paid to any director is
including derivate contracts as at 31st March, 2022. not in excess of the limit laid down under Section 197
c) There has been no delay in transferring amounts, of the Act. The Ministry of Corporate Affairs has not
required to be transferred, to the Investor Education prescribed other details under Section 197(16) of the
and Protection fund by the company during the year Act, which are required to be commented upon by us.
ended 31st March, 2022.
d) (i) The management has represented that, to For J.D. Zatakia & Co.
the best of its knowledge and belief, no funds have Chartered Accountants
been advanced or loaned or invested (either from FRN No. 111777W
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other persons or entities, including foreign J.D. Zatakia
entities (“Intermediaries”), with the understanding, Proprietor
whether recorded in writing or otherwise, that the Membership No. 17669
Intermediary shall: UDIN NO. 22017669AJMZWW9813
• directly or indirectly lend or invest in other Place: Mumbai
persons or entities identified in any manner Date : 20th May, 2022
71
Goldiam International Limited
ANNEXURE (A) TO THE INDEPENDENT AUDITOR’S REPORT
[Referred to in paragraph 1 under ‘Report on Other (d) The company has not revalued any of its
Legal and Regulatory Requirements’ in the Independent Property, Plant and Equipment (including Right
Auditor’s Report of even date to the members of GOLDIAM of Use assets) or intangible assets or both
INTERNATIONAL LIMITED on the standalone financial during the year. Accordingly, the reporting under
statements for the year ended 31st March, 2022] Clause 3(i)(d) of the Order is not applicable to
I] (a) A) The Company is maintaining proper the Company.
records showing full particulars, including (e) As per the information and explanations given
quantitative details and situation of to us, no proceeding has been initiated or are
property, Plant and Equipment. pending against the company for holding any
B) The Company is maintaining proper benami property under the Benami Transactions
records showing full particulars of (Prohibition) Act,1988 (45 of 1988) and rules
intangible assets; made there under.
(b) All fixed assets have been physically verified II] (a) The physical verification of inventory has
by the management in a phased periodical been conducted at reasonable intervals by
manner, which in our opinion is reasonable the Management during the year and, in our
having regard to the size of the Company opinion, the coverage and procedures of such
and the nature of its assets. According to the verification by Management is appropriate. The
information and explanations given to us, no discrepancies noticed on physical verification
material discrepancies were noticed on such of inventory as compared to book records is
verification. explained in clause (ii)(b).
Quarter Value as per Quarterly Value as per Difference Reasons for Difference
statement Filed with the books of
bank/Financial institution account
Q1 6115.07 6132.76 17.69 Stock of Consumable Item Alloy Not
Considered at the time of submission to Bank
Q2 2558.13 2578.99 20.86 Stock of Consumable Item Alloy Not Considered
at the time of submission to Bank
Q3 2746.54 2772.8 26.26 Stock of Consumable Item Alloy Not Considered
at the time of submission to Bank
III] (a) During the year the company has made investments in, provided any guarantee or security or granted any loans
or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability partnerships or
any other parties.
Investments made during the year- Subsidiaries / in respect of the above cases:
Joint Ventures and Mutual Funds:
Particulars Value in ` (lakh)
Particulars Value in ` (lakh)
Agreegate amount Invested during Subsidiaries/ Joint Venture 782.70
the year
Subsidiaries/ Joint Venture 782.70 Mutual Funds 1030.46
72
Annual Report 2021-22
performed by us, in respect of the aforesaid VII] (a) According to the information and explanations
Investments, Securities and loans, the terms given to us and on the basis of the examination
and conditions of the grant of all loans and of the books of account, the Company has been
advances in the nature of loans and guarantees regular in depositing undisputed statutory dues
are not prejudicial to the company’s interest. including Goods and Services Tax, provident
(c) According to the information and explanation fund, employees’ state insurance, income-tax,
given to us and based on the audit procedures sales-tax, service tax, duty of customs, duty
performed by us, the schedule of repayment of excise, value added tax, cess and any other
of principal and payment of interest have been statutory dues to the appropriate authorities and
stipulated for loans and advances in the nature other statutory dues applicable to it with the
appropriate authorities.
of loans, and the repayments of principal
amount of loans and receipts of interest have (b) According to the information and explanations
been regular during the year. given to us, no undisputed amounts payable in
respect of including Goods and Services Tax,
(d) According to the information and explanations
provident fund, employees’ state insurance,
given to us and based on the audit procedures
income-tax, sales-tax, service tax, duty of
performed by us, there is no amount overdue
customs, duty of excise, value added tax, cess
of loans and advances in the nature of loans
and other undisputed statutory dues were
granted by the company.
outstanding, at the year end for a period of more
(e) According to the information and explanations than six months from the date they became
given to us and based on the audit procedures payable.
performed by us, no loans or advances in the
According to the records of the Company,
nature of loan granted which has fallen due
disputed Municipal Property Tax together with
during the year, have been not been renewed or
Penalty not deposited on account of dispute are
extended or no fresh loans granted to settle the
as follows.
over dues of existing loans given to the same
parties. Name of A m o u n t Period to Forum where
(f) In our opinion and according to the information Statute / in ` lakhs which the dispute is
and explanations given to us and based on the Description amount pending
audit procedures conducted by us, the company relates
has not granted any loans or advances in the Property Tax 136.97 1997-98 Bombay High
nature of loans either repayable on demand Court
or without specifying any terms or period of
repayment. VIII] According to the information and the explanations
IV] In our opinion and according to the information and given by the management, and based on the
explanations given to us and based on the audit procedures carried out during the course of our
procedures conducted by us, the company has audit, we have not come across any transactions not
complied with the provisions of sections 185 and recorded in the books of account which have been
186 of the Act, with respect to loans and advances surrendered or disclosed as income during the year
granted, guarantees and securities provided and in the tax assessments under the Income Tax Act,
investments made by the company during the year. 1961.
V] The company has not accepted any deposits or IX] (a) In our opinion and according to the information
amounts, which are deemed to be deposits from the and explanation given to us, the company has
public within the meaning of the directives issued by not defaulted in the repayment of loans or other
the Reserve Bank of India, provision of the Sections borrowings or in the payment of interest thereon
73 to 76 of the act, any other relevant provision of the any lender.
Act and the relevant rules farmed there under. (b) According to the information and explanation
VI] We have broadly reviewed the cost records given to us and on the basis of our audit
maintained by the Company pursuant to the procedures, we report that the company has
Companies (Cost Records and Audit) Rules, 2014 not been declared willful defaulter by any bank
prescribed by the Central Government under sub- or financial institution or government or any
section (1) of Section 148 of the Companies Act, 2013 government authority.
and are of the opinion that prima facie the prescribed (c) In our opinion and according to the information
cost records have been so made and maintained. We and explanation given to us, the company
have, however, not made a detailed examination of has utilized the money obtained by way of
the cost records with a view to determine whether term loans during the year for the purpose for
they are accurate or complete. which they were obtained, except for temporary
73
Goldiam International Limited
deployment or surplus funds. records made available to us by the company and
(d) According to the information and explanation audit procedures performed by us, all transactions
given to us, and the procedure performed by us, with related parties are in compliance with sections
and on an overall examination of the financial 177 and 188 of the companies Act, 2013.
statement of the company, we report that no fund The details of transaction during the year have been
raised on short-term basis have been used for disclosed in the Financial statements as required by
long-term purposes by the company. the applicable accounting standards. Refer Note No.
(e) According to the information and explanation 34 to the Financial statements.
given to us and on an overall examination of the XIV] (a) In our opinion and based on our examination,
financial statement of the company, we report the company has an internal audit system
that the company has not taken any funds from commensurate with the size and nature of its
any entity or person on account of or to meet the business.
obligations of its subsidiaries, associate or joint (b) We have considered the internal audit reports of
ventures. the company issued till date, for the period under
(f) According to the information and explanation audit.
given to us and procedure performed by us, XV] According to the information and explanations given
we report that the company has not raised loan to us, in our opinion during the year, the company
during the year on the pledge of securities held has not entered into non-cash transactions with its
in its subsidiaries, joint venture or associate directors or person connected with the director and
companies. hence the provisions of section 192 of the Companies
X] (a) The Company has not raised money by way of Act, 2013 are not applicable to the Company.
initial public offer during the year. XVI] (a) As per the information and explanations given
(b) In our opinion and according to information to us, the company is not required to get it
and explanations obtained by us, the company registered under section 45-IA of the Reserve
has not raised any funds through preferential Bank of India Act, 1934.
allotment / private placement of shares/ fully/ (b) The company has not conducted any Non-
partially/optionally convertible debentures during Banking Financial / Housing Finance activities
the year under review. during the year. Accordingly, the reporting under
XI] (a) During the course of our examination of the Clause 3(xvi) (b) of the Order is not applicable to
books and records of the Company, carried out in the Company.
accordance with the generally accepted auditing (c) As per the information given to us, the company
practice in India, and according to the information is a not a Core Investment Company (CIC) as
and explanations given to us, we have neither defined in regulations made by the Reserve
come across any instance of material fraud Bank of India. Accordingly, the reporting under
by the Company or on the Company, noticed clause 3 (xvi) (c) of the Order is not applicable to
or reported during the year, nor have we been the Company.
informed of any such case by the Management.
(d) The clause related to whether Group has
(b) During the course of our examination of the more than one CIC as part of the Group is not
books and records of the Company, carried applicable to the company.
out in accordance with the generally accepted
auditing practices in India, and according to the XVII]
The Company has not incurred any cash loss
information and explanations given to us, a report during the financial year ended on the date and the
under Section 143(12) of the Act, in Form ADT-4, immediately preceding financial year.
as prescribed under rule 13 of Companies (Audit XVIII]
There has been no resignation of the statutory
and Auditors) Rules, 2014 was not required to be auditors during the year and accordingly this clause
filed with the Central Government. Accordingly, is not applicable to the Company.
the reporting under Clause 3(xi)(b) of the Order
XIX] According to the information and explanations given
is not applicable to the Company.
to us and on the basis of the financial ratios, ageing
(c) During the year under review, we have not come and expected dates of realization of financial assets
across any whistle-blower complaints. and payment of financial liabilities, other information
XII] As the Company is not a Nidhi Company and the accompanying the financial statement, our knowledge
Nidhi Rules, 2014 are not applicable to it, the reporting of the board of directors and management plans and
under Clause 3(xii) of the Order is not applicable to based on our examination of the evidence supporting
the Company. the assumption, nothing has came to our attention,
which cause us to believe that any material uncertainty
XIII] According to the information and explanations and
74
Annual Report 2021-22
exists as on the date of the audit report that company XXI] There has been no qualifications or adverse remarks
is not capable of meeting is liabilities existing at the by the respective auditors in the Companies (Auditor’s
date of balance sheet as and when they fall due within Report) Order (CARO) reports of the Companies
a period of one year from the balance sheet date. We, included in the consolidated financial statements.
however, state that this is not an assurance as to the
future viability of the company. We further state that
our reporting is based on facts up to the date of the For J.D. Zatakia & Co.
audit report and we neither give any guarantee nor Chartered Accountants
any assurance that all liability falling due within a FRN No. 111777W
period of one year from the balance sheet date, will
get discharge by the company as and when they fall
due. J.D. Zatakia
Proprietor
XX] The Company has during the year spent the amount Membership No. 17669
of Corporate Social Responsibility as required under UDIN NO. 22017669AJMZWW9813
subsection (5) of Section 135 of the Act. Accordingly, Place: Mumbai
reporting under clause 3(xx) of the Order is not Date : 20th May, 2022
applicable to the Company.
75
Goldiam International Limited
ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S Our audit involves performing procedures to obtain audit
REPORT evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
(Referred to in paragraph 2(f) under ‘Report on Other
effectiveness. Our audit of internal financial controls over
Legal and Regulatory Requirements’ of our report of
financial reporting included obtaining an understanding
even date)
of internal financial controls over financial reporting,
Independent Auditor’s Report on the Internal Financial assessing the risk that a material weakness exists,
Controls under Clause (i) of Sub-section 3 of Section and testing and evaluating the design and operating
143 of the Companies Act, 2013 (“the Act”) effectiveness of internal control based on the assessed
We have audited the internal financial controls over financial risk. The procedures selected depend on the auditor’s
reporting of GOLDIAM INTERNATIONAL LIMITED (“the judgment, including the assessment of the risks of material
Company”) as of March 31, 2022 in conjunction with our misstatement of the financial statements, whether due to
audit of the financial statements of the Company for the fraud or error.
year ended on that date. We believe that the audit evidence, we have obtained is
Management’s Responsibility for Internal Financial sufficient and appropriate to provide a basis for our adverse
Controls audit opinion on the Company’s internal financial controls
The Company’s management is responsible for establishing system over financial reporting.
and maintaining internal financial controls based on the Meaning of Internal Financial Controls over Financial
internal control over financial reporting criteria established Reporting:
by the Company considering the essential components A company’s internal financial control over financial
of internal control stated in the Guidance Note on Audit reporting is a process designed to provide reasonable
of Internal Financial Controls over Financial Reporting assurance regarding the reliability of financial reporting
issued by the Institute of Chartered Accountants of India. and the preparation of financial statements for external
These responsibilities include the design, implementation purposes in accordance with generally accepted
and maintenance of adequate internal financial controls accounting principles. A company’s internal financial
that were operating effectively for ensuring the orderly control over financial reporting includes those policies and
and efficient conduct of its business, including adherence procedures that;
to company’s policies, the safeguarding of its assets, the (1) Pertain to the maintenance of records that, in
prevention and detection of frauds and errors, the accuracy reasonable detail, accurately and fairly reflect the
and completeness of the accounting records, and the transactions and dispositions of the assets of the
timely preparation of reliable financial information, as company;
required under the Companies Act, 2013. (2) provide reasonable assurance that transactions
Auditors’ Responsibility are recorded as necessary to permit preparation of
Our responsibility is to express an opinion on the Company’s financial statements in accordance with generally
internal financial controls over financial reporting based accepted accounting principles, and that receipts and
on our audit. We conducted our audit in accordance with expenditures of the company are being made only in
the Guidance Note on Audit of Internal Financial Controls accordance with authorizations of management and
over Financial Reporting (the “Guidance Note”) and the directors of the company; and
Standards on Auditing, to the extent applicable to an audit (3) Provide reasonable assurance regarding prevention
of internal financial controls, both issued by the Institute or timely detection of unauthorized acquisition, use,
of Chartered Accountants of India. Those Standards and or disposition of the company’s assets that could
the Guidance Note require that we comply with ethical have a material effect on the financial statements.
requirements and plan and perform the audit to obtain Inherent Limitations of Internal Financial Controls over
reasonable assurance about whether adequate internal Financial Reporting
financial controls over financial reporting was established
Because of the inherent limitations of internal financial
and maintained and if such controls operated effectively in
controls over financial reporting, including the possibility
all material respects.
76
Annual Report 2021-22
of collusion or improper management override of controls, reporting criteria established by the Company considering
material misstatements due to error or fraud may occur the essential components of internal control stated in the
and not be detected. Also, projections of any evaluation Guidance Note on Audit of Internal Financial Controls Over
of the internal financial controls over financial reporting Financial Reporting issued by the Institute of Chartered
to future periods are subject to the risk that the internal Accountants of India.
financial control over financial reporting may become For J.D. Zatakia & Co.
inadequate because of changes in conditions, or that the Chartered Accountants
degree of compliance with the policies or procedures may FRN No. 111777W
deteriorate.
Opinion J.D. Zatakia
In our opinion, the Company has in all material respects, Proprietor
an adequate internal financial controls system over Membership No. 17669
financial reporting and such internal financial controls UDIN NO. 22017669AJMZWW9813
over financial reporting were operating effectively as at Place: Mumbai
March 31,2022, based on the internal control over financial Date : 20th May, 2022
77
Goldiam International Limited
STANDALONE BALANCE SHEET AS AT 31ST MARCH 2022
(Amounts are in lakhs unless stated otherwise)
Particulars Note As at March As at March
31, 2022 31, 2021
A ASSETS
I Non-current assets
a) Property, plant and equipment 1.a 2,432.39 2,480.51
b) Capital Work-in-progress 1.a - 12.25
c) Right-of-use assets 1.b 68.22 9.53
d) Investment properties 2 193.57 193.57
e) Intangible assets 3 16.31 25.64
f) Investments in Subsidiaries and Associate 4 3,078.70 1,704.55
g) Financial assets
i. Investments 4(a) 757.72 2,933.45
ii. Loans 5 74.98 12.73
iii. Other Financial Assets 6 25.48 24.83
h) Deferred tax assets ( net) - -
Total non-current assets 6,647.37 7,397.06
II Current assets
a) Inventories 7 3,002.17 1,809.90
b) Financial assets
i. Investments 8 7,308.06 12,685.36
ii. Trade receivables 9 6,775.06 3,325.19
iii. Cash and cash equivalents 10 5,322.42 5,133.09
iv. Bank balances other than (iii) above 11 66.15 70.26
v. Loans 12 152.19 1,743.73
c) Other current assets 13 33.05 52.26
Total current assets 22,659.10 24,819.79
Total assets 29,306.47 32,216.85
B EQUITY AND LIABILITIES
I Equity
a) Equity share capital 14 2,179.49 2,217.49
b) Other equity 15 21,837.72 22,318.57
Total equity 24,017.21 24,536.06
II LIABILITIES
Non-current liabilities
a) Deferred tax liabilities 16 65.26 87.65
b) Lease Liability 17 54.74 10.91
Total non-current liabilities 120.00 98.56
III Current liabilities
a) Financial liabilities
i. Borrowings 18 - 1,000.00
ii. Trade payables 19
Total outstanding dues of micro enterprises and small 3.93 3.59
enterprises
Total outstanding dues of creditors other than micro 4,291.63 6,046.11
enterprises and small enterprises
iii. Lease liabilities 1.02 -
iv. Other financial liabilities 20 644.82 428.22
b) Provisions 21 28.21 29.95
c) Current Tax Liabilities 22 199.65 74.36
Total current liabilities 5,169.26 7,582.23
Total liabilities 5,289.26 7,680.79
Total equity and liabilities 29,306.47 32,216.85
The accompanying notes are an integral part of these standalone financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J.D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
78
Annual Report 2021-22
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE
YEAR ENDED 31ST MARCH, 2022
(Amounts are in lakhs unless stated otherwise)
Particulars Note Year ended Year ended
March 31, 2022 March 31, 2021
I INCOME
a) Revenue from operations 23 39,072.81 21,605.54
b) Other income 24 2,893.01 1,753.68
Total income 41,965.82 23,359.22
II Expenses
a) Cost of raw materials and components consumed 25 26,759.10 12,703.64
b) Purchase of Traded goods 5,563.78 4,300.35
c) Changes in inventories of finished goods,
work-in-progress and traded goods 26 (401.12) 191.93
d) Employee benefit expenses 27 977.03 663.10
e) Finance Cost 28 34.90 15.21
f) Depreciation and amortisation expense 1 234.28 183.72
g) Other expenses 29 1,697.23 1,098.56
Total expenses 34,865.20 19,156.51
III Profit before tax 7,100.62 4,202.71
Income tax expense
- Current tax 30 1,382.63 903.00
- Deferred tax 30 (22.39) 248.35
IV Total tax expense 1,360.24 1,151.35
Profit from continuing operations 5,740.38 3,051.36
V Profit for the year 5,740.38 3,051.36
Other Comprehensive Income:
Items that will be reclassified to profit or loss
a) Items That Will Not Be Reclassified To Profit Or Loss 713.01 796.23
b) Income Tax Relating To Items That Will Not Be Reclassified
To Profit Of Loss 8.25 2.32
Total Other Comprehensive Income for the year (net of Tax) 721.26 798.55
VI Total comprehensive income for the year 6,461.64 3,849.91
VII Earnings per share (face value of ` 2 per share) 31
Basic 5.20 2.75
Diluted 5.20 2.75
The accompanying notes are an integral part of these standalone financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J.D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
79
Goldiam International Limited
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR
ENDED 31ST MARCH 2022
A. EQUITY SHARE CAPITAL :
(Amounts are in lakhs unless stated otherwise)
Particulars Note No. of shares Amount
Issued, subscribed and fully paid-up shares
Equity share of `. 10 each
Balance as at April 01, 2020 14 22174923 2,217.49
Changes in Equity Share Capital during the year (Buy-back of shares) - -
Balance as at March 31, 2021 14 22174923 2,217.49
Changes in Equity Share Capital during the year (Buy-back of shares) 380000 38.00
14 21794923 2,179.49
Balance as at March 31, 2022 108974615 2,179.49
(*) Sub division of Equity Shares has been done on March 29, 2022 from face value of `10 to ` 2
B. OTHER EQUITY
Particulars Reserves and surplus
Capital Capital General Retained Total
Redemption Reserves Reserves Earning
Reserves
Balance as at April 01, 2020 485.79 479.70 2,043.42 16,901.12 19,910.03
Profit for the year - - - 3,051.36 3,051.36
Other comprehensive income - - - 798.55 798.55
Buy-back of equity Shares - - - - -
Total comprehensive income - - - 3,849.91 3,849.91
Dividends distributed to equity
shareholders - - - (1,441.37) (1,441.37)
Corporate dividend tax on dividend
paid to Equity Shareholders - - - - -
Balance as at March 31, 2021 485.79 479.70 2,043.42 19,309.66 22,318.57
Profit for the year - - - 5,740.38 5,740.38
Other comprehensive income - - - 721.26 721.26
Buy-back of equity Shares (Ref 38.00 - (2,043.42) (2,516.58) (4,522.00)
Note No-45)
Total comprehensive income 523.79 479.70 - 23,254.72 24,258.21
Dividends distributed to equity - - - (1,319.10) (1,319.10)
shareholders
Corporate dividend tax on dividend - - - (1,101.39) (1,101.39)
paid to Equity Shareholders
Balance as at March 31, 2022 523.79 479.70 - 20,834.23 21,837.72
The accompanying notes are an integral part of these standalone financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J.D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
80
Annual Report 2021-22
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2022
(Amounts are in lakhs unless stated otherwise)
Particulars As at March As at March As at March
31, 2022 31, 2022 31, 2021
A Cash flow from operating activities :
Profit before tax 7,100.62 4,202.71
Adjustments for:
Depreciation and amortization for the year 234.28 183.72
Adjustable towards Ind AS Impact 12.25 -
(Profit)/Loss on sale of Investment (Net) (44.90) (113.87)
Net unrealised foreign exchange (gain)/ loss (41.62) (9.22)
Net (profit)/loss on disposal of property, plant and equipment (1.90) (2.20)
Amortisation Write of property, plant and equipment - 0.15
Net (profit)/loss on LLP (591.45) (42.25)
Actuarial (gain)/loss forming part of OCI 8.25 2.32
Dividend received (1,446.03) (1,080.00)
Interest Income (193.68) (317.40)
Finance cost 34.90 15.21
(2,029.90) (1,363.54)
Operating profit before working capital changes 5,070.72 2,839.17
Adjustments for:
Decrease/(Increase) in inventories (1,192.27) (572.21)
Decrease/(increase) in non-current financial assets (0.65) (13.89)
Decrease/(increase) in current financial assets 1,591.54 662.65
Decrease/(increase) in other current assets 19.21 (0.26)
Decrease/(increase) in trade receivables (3,323.51) (428.16)
(Decrease)/increase in trade payables (1,838.88) 3,052.08
(Decrease)/increase in current financial liabilities 217.62 230.60
(Decrease)/increase in Non current financial liabilities (27.11) -
(Decrease)/increase in other current liabilities (1.74) 4.16
(4,555.79) 2,934.97
Cash generated from operating activities 514.93 5,774.14
Income Tax Paid (net) (1,319.59) (964.98)
Net cash generated from operating activities (804.66) 4,809.16
B Cash flow from investing activities:
Purchase of property, plant and equipment (181.88) (1,221.14)
Proceeds from disposal of property, plant and equipment 19.20 14.25
Purchase of Investments (1,399.30) (7,804.70)
Acquisition of Subsidiary / Associates (833.70) (1,202.23)
Proceeds from redemption of current investments 9,761.24 7,136.92
Proceeds from Disposal of Associates - 1.10
Interest received 193.68 317.40
Dividend received 1,446.03 1,080.00
Buy Back Amount received from Associates - 40.54
Buy Back Amount received from Subsidiary - 222.87
Net cash used in investing activities 9,005.28 (1,414.99)
C Cash flow from financing activities:
(Repayment)/proceeds of short term borrowings, net (1,000.00) 621.67
Buy-Back of Equity Shares (4,560.00) -
Interest paid (34.90) (15.21)
Dividends paid (1,319.10) (1,441.37)
Buy Back Expenses Equity Shares (47.94) -
Buy Back Tax (1,053.45) -
Net cash generated from financing activities (8,015.39) (834.91)
Net increase in cash and cash equivalents (A+B+C) 185.23 2,559.26
Cash and cash equivalents at the beginning of the year 5,203.34 2,644.08
Cash and cash equivalents at the end of the year 5,388.57 5,203.34
Note:
1) Figures in bracket represent cash outflow.
2 The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7)
statement of cash flows.
3) Purchase of Property, Plant and Equipment includes movements of capital work-in-progress (including capital advances)
during the year.
The accompanying notes are an integral part of these standalone financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J.D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : 20th May, 2022 Date : 20th May, 2022
81
Goldiam International Limited
Summary of Significant Accounting Policies and Other
Explanatory Information for the year ended March 31, 2022
Company Information
Goldiam International Limited (the Company) is a public limited company domiciled in India with its registered office
located at Gems & Jewellery Complex, M.I.D.C., SEEPZ, Andheri (East) Mumbai - 400 096. The Company is listed on the
Bombay Stock Exchange (BSE) and The National Stock Exchange (NSE). The Company is engaged in manufacturing
and export of Diamond studded Gold & Silver Jewellery.
A. Basis of Preparation
I) Compliance with Ind AS
These financial statements have been prepared in accordance with the Indian Accounting Standards
(hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to section133 of
the CompaniesAct,2013 read with Rule 3 of the Companies(Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules,2016.
The financial statements have been prepared on accrual and going concern basis. The accounting policies are
applied consistently to all the periods presented in the financial statements. All assets and liabilities have been
classified as current or non current as per the Company’s normal operating cycle and other criteria asset out
in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time
between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company
has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of
assets and liabilities.
Financial statements are presented in `. which is the functional currency of the Company and all values are
rounded to the nearest Lakhs, except when otherwise indicated, further the transactions and balances with
values below the rounding off norm adopted by the Company have been reflected as “0” in the relevant notes in
these financial statements.
The financial statements of the Company for the year ended March, 31 2022 were approved for issue in
accordance with the resolution of the Board of Directors on May, 20 2022.
All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
i. Level 1 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date;
ii. Level 2 – inputs other than quoted prices included within level 1, that are observable for the asset or
liability, either directly or indirectly; and
iii. Level 3 – inputs that are unobservable for the asset or liability.
II) Current versus non current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is classified as current when it is :
* Expected to be realised or intended to sold or consumed in normal operating cycle.
* Held primarily for the purpose of trading
* Expected to be realised within twelve months after the reporting period, or
* Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
* It is expected to be settled in normal operating cycle
* It is held primarily for the purpose of trading
* It is due to be settled within twelve months after the reporting period, or
* There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
All other liabilities are classified as non-current.
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Annual Report 2021-22
B KEY ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make judgments, estimates and assumptions in
the application of accounting policies that affect there reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments
based on historical experience and other factors, including expectations of future events that are believed to be
reasonable. Revisions to accounting estimates are recognised prospectively.
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have
the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included
in the following notes:
(a) Measurement of defined benefit obligations - Note 27
(b) Measurement and likelihood of occurrence of provisions and contingencies - Note 43
(c) Recognition of deferred tax liability - Note 16
C
SIGNIFICANT ACCOUNTING POLICIES
a) Property, Plant and Equipment:
property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price,
borrowing cost if capitalisation criteria are met and directly attributable cost of bringing the asset to its working
condition for the intended use.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company. All other
repair and maintenance costs are recognised in statement of profit and loss as incurred.
Subsequent measurement (depreciation and useful lives) :
Depreciation on property, plant and equipment is provided on written-down value, computed on the basis of
useful lives (as set out below) prescribed in Schedule II the Act:
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial
year end and adjusted prospectively, if appropriate.
Description of Asset Estimated useful life (in years)
Buildings 30
Plant and equipment 15
Office equipment 5
Computers 3
Computers Servers 5
Furniture and fixtures 10
Vehicles 8
The residual values, useful lives and method of depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.
Material items such as spare parts, stand-by equipment and service equipment are classified as PPE when
they meet the definition of PPE as specified in Ind AS 16 – Property, Plant and Equipment.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses, if any.
De-recognition
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement when the asset is derecognised.
b) Intangible Assets :
computer software acquired are measured on initial recognition at cost. Cost comprises the purchase price (net
of tax/duty credits availed wherever applicable) and any directly attributable cost of bringing the assets to its
working condition for its intended use.
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial
year end and adjusted prospectively, if appropriate.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses, if any.
83
Goldiam International Limited
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from its use
or disposal. Gains or losses arising from derecognition of an item of intangible asset are measured as
the difference between the net disposal proceeds and the carrying amount of such item of intangible asset and
are recognised in the Statement of Profit and Loss when the asset is derecognised.
Amortisation of Intangible Assets :
f) Financial instruments
Financial assets
Subsequent measurement
On initial recognition, a financial asset is recognised at fair value, in case of Financial assets which are
recognised at fair value through other comprehensive Income (FVOCI), its transaction cost are recognised in
the statement of profit and loss. In other cases, the transaction cost are attributed to the acquisition value of the
financial asset.
84
Annual Report 2021-22
Mutual Funds, Equity investment, bonds and other financial instruments :
Mutual Funds, Equity Investment, bonds and other financial instruments are initially measured at amortised
cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till
derecognition on the basis of (i) the Company’s business model for managing the financial assets and (ii) the
contractual cash flow characteristics of the financial asset.
Trade receivables
The Company applies approach permitted by Ind AS 109, financial instruments, which requires expected lifetime
losses to be recognised from initial recognition of receivables.
Other financial assets
For recognition of impairment loss on other financial assets and risk exposure, the Company determines
whether there has been a significant increase in the credit risk since initial recognition and if credit risk has
increased significantly, impairment loss is provided.
85
Goldiam International Limited
h) Inventories
Raw Material: Lower of cost or net realisable value. Cost is determined on first in first out (‘FIFO’) basis.
Work in progress, manufactured finished goods and traded goods are valued at lower of cost and net realisable
value. Cost of work in progress and manufactured finished goods comprises direct material, cost of conversion
and other costs incurred in bringing these inventories to their present location and condition. Trading goods are
valued at Cost or net realisable value, whichever is lower.
Finished goods: Lower of cost or net realisable value. Cost is determined on FIFO basis, includes direct material
and labour expenses and appropriate proportion of manufacturing overheads based on the normal capacity for
manufactured goods.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of
completion and estimated costs of necessary to make the sale.
Inventories of cut and polished diamonds are valued at cost or net realisable value whichever is lower based on
the valuation report obtained from Government approved Valuer.
i) Foreign Currency Translation
Initial recognition
The Company’s financial statements are presented in Rupees, which is also the Company’s functional currency.
Transactions in foreign currencies are recorded on initial recognition in the functional currency at the exchange
rates prevailing on the date of the transaction.
Measurement at the balance sheet date
Foreign currency monetary items of the Company, outstanding at the balance sheet date are restated at the
year-end rates. Non-monetary items which are carried at historical cost denominated in a foreign currency are
reported using the exchange rate at the date of the transaction. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Treatment of exchange difference
Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of
the Company’s monetary items at the closing rate are recognised as income or expenses in the period in which
they arise.
j) Income taxes :
Tax expense recognised in statement of profit and loss comprises the sum of deferred tax and current tax not
recognised in Other Comprehensive Income (‘OCI’) or directly in equity.
Current income tax relating to items recognised outside the statement of profit and loss is recognised in
correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates
positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate. Current income tax is measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, at the reporting date.
Deferred income-tax is calculated using the liability method. Deferred tax liabilities are generally recognised
in full for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable
that the underlying tax loss, unused tax credits or deductible temporary difference will be utilised against future
taxable income. This is assessed based on the Company’s forecast of future operating results, adjusted for
significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.
Deferred tax assets or liability arising during tax holiday period is not recognised to the extent it reverses out
within the tax holiday period. Unrecognised deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date. Deferred tax relating to items recognised outside statement of profit
and loss is recognised outside statement of profit and loss (either in OCI or in equity).
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Annual Report 2021-22
k) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits with banks/corporations and short-term
highly liquid investments that are readily convertible into known amount of cash and subject to an insignificant
risk of change in value.
l) Post-employment, long term and short term employee benefits
87
Goldiam International Limited
• ln the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
q) Provisions, contingent assets and contingent liabilities
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the
Company or
• Present obligations arising from past events where it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognized. However, when inflow of economic benefit is probable, related
asset is disclosed.
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Annual Report 2021-22
available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length
transaction at the reporting date
Useful lives of depreciable/amortizable assets – Management reviews its estimate of the useful lives of
depreciable/amortizable assets at each reporting date, based on the expected utility of the assets. Uncertainties
in these estimates relate to technical and economic obsolescence.
t) Revenue recognition
The Company derives revenues primarily from sale of manufactured goods, traded goods and related
services.
The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to
revenue recognition:
Revenue is recognized on satisfaction of performance obligation upon transfer of control of products to
customers in an amount that reflects the consideration the Company expects to receive in exchange for those
products.
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
The Company evaluates the arrangement with customers, considering underlying substance and terms and
conditions of the arrangements. Revenue is accounted either on gross or net basis based on the expected
discounts to be offered to customers.
Interest Income
Interest income is recognised on an accrual basis using the effective interest method.
Dividend
Dividends are recognised at the time the right to receive the payment is established.
u) Accounting policy for Lease :
Company as a lessee :
The Company applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low value assets. The Company recognises lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.
As per Ind AS 116, the lessee needs to recognise depreciation on rights of use assets and finance costs on
lease liabilities in the statement of profit and loss.
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item
are classified as operating leases. Operating lease payments are recognised as an expense in the Statement
of Profit and Loss on a straight-line basis over the lease term unless the payments are structured to increase in
line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.
Company as a lessor:
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
v) Operating Segment
The managing committee is considered to be the ‘Chief Operating Decision Maker’ (CODM) as defined in IND
AS 108. The Operating Segment is the level at which discrete financial information is available. The CODM
allocates resources and assess performance at this level. The Company has identified the below operating
segments:
a) Jewellery Manufacturing Activity.
b) Investment Activity.
89
90
Summary of Significant Accounting Policies and Other Explanatory Information for the year ended March 31, 2022
Particulars Buildings Office Furniture fixture Plant and Office Vehicles Total Capital
Premises machinery equipments work-in-
progress
Gross block
As at April 01, 2020 344.77 1,417.14 203.37 617.85 29.07 422.87 3,035.07 -
Additions - 1,105.55 58.73 12.10 2.04 7.08 1,185.50 12.25
Deduction - - 0.15 10.46 - 3.67 14.28 -
As at March 31, 2021 344.77 2,522.69 261.95 619.49 31.12 426.27 4,206.29 12.25
Additions 0.25 6.39 42.38 130.13 14.98 - 194.13 -
Deduction - - - 31.68 - 4.08 35.76 -
As at March 31, 2022 345.02 2,529.08 304.33 717.94 46.10 422.19 4,364.66 12.25
Particulars Buildings Office Furniture fixture Plant and Office Vehicles Total Capital work-
Premises machinery equipments in-progress
Accumulated depreciation
Goldiam International Limited
As at April 01, 2020 287.74 434.21 152.43 486.52 22.54 172.87 1,556.31 -
Depreciation charge during
the year 5.18 48.16 12.64 23.33 3.00 79.24 171.55 -
Deduction - - - 1.12 - 0.96 2.08 -
As at March 31, 2021 292.92 482.37 165.07 508.73 25.54 251.15 1,725.78 -
Depreciation charge during
the year 4.73 99.64 29.35 29.86 6.77 54.63 224.98 -
Deduction - - - 14.59 - 3.90 18.49 -
As at March 31, 2022 297.65 582.01 194.42 524.00 32.31 301.88 1,932.27 -
Net carrying amount as at 47.37 1,947.07 109.91 193.94 13.79 120.31 2,432.39 -
March 31, 2022
Net carrying amount as at 51.85 2,040.32 96.88 110.76 5.58 175.12 2,480.51 12.25
March 31, 2021
No Assets are pledged as security.
The title deeds of immovable properties included in Property, Plant and Equipment are held in the name of the Company.
Annual Report 2021-22
NOTE 1.b - RIGHT-OF-USE ASSETS
91
Goldiam International Limited
Particulars Total Total
Accumulated amortisation and impairment
As at April 01, 2020 - -
Amortisation charge during the year - -
Impairment loss during the year - -
As at March 31, 2021 - -
Amortisation charge during the year - -
Impairment loss during the year - -
As at March 31, 2022 - -
Net carrying amount as at March 31, 2022 193.57 193.57
Net carrying amount as at March 31, 2021 193.57 193.57
The fair values of investment properties have been determined by independent valuer, as per the valuation report the
value of Investment property is ` 237.52 lakhs (Pervious year ` 229.00 lakhs) as on March 31, 2022, All resulting fair
value estimates for investment properties are included in level 3.
92
Annual Report 2021-22
Particulars No. Of Share/ As at March No. Of Share/ As at March
Bond Unit 31, 2022 Bond Unit 31, 2021
NOTE 4(a) - NON CURRENT INVESTMENTS
A) Investment in Other Equity Instruments
Unquoted, fully paid up
Classic Diamonds (I) Ltd 5 - 5 -
Reliable Ventures Ltd 50,000 - 50,000 -
S.B. & T International Ltd 1 - 1 -
Shrenuj & Co Ltd 10 - 10 -
Sip Technologies Exports Limited 1,891 - 1,891 -
Winsome Diamonds And Jewellery Ltd 1 - 1 -
B) Investment in Tax Free Bonds
Quoted (At OCI)
8.10% Tax Free Housing and Urban Development - - 8,676 89.82
Corporation Limited 10 Yrs. Bond
8.40% Tax Free Indian Railway Finance - - 20,000 221.72
Corporation Ltd SR-92 15 Yrs. Bond
7.25% Tax Free Indian Railway Finance - - 9,060 114.61
Corporation Ltd SR-104 20 Yrs. Bond
8.20% Tax Free National Highways Authority of - - 7,417 79.58
India 10Years Bond
7.35% Tax Free Power Finance Corporation Ltd 1,284 19.77 1,284 16.48
SR 3A 30 Yrs. Bond
C) Investment Preference Shares
Quoted, fully paid up (At OCI)
8% L & T Finance Holdings Ltd - Cumulative,
Compulsorily Redeemable,
Non-Convertible Preference Shares (17/11/2022) - - 1,000,000 1,000.00
D Investment in Mutual Fund
Unquoted- Fully paid up (At Fair value through
Profit & Loss)
Kotak FMP Series 239 - Growth (Regular Plan) - - 3,000,000 382.06
Kotak FMP Series 257 - Growth (Regular Plan) - - 2,000,000 244.56
E) Investment in Venture Capital Funds
Unquoted (At OCI)
ASK Real Estate Special Opportunities Fund - II 301.60 424.86 332.50 417.31
ASK Real Estate Special Situations Fund - I 173.90 205.75 198.18 202.75
ICICI Prudential Real Estate AIF-I (class A) 93,988 105.17 142,204 160.15
Kotak Alternate Opportunities ( India ) Fund - - - 2.13
Kshitij Venture Capital Fund 30,000 2.17 30,000 2.28
757.72 2,933.45
Aggregate amount of quoted investments 19.77 1,522.21
Aggregate market value of listed and quoted 19.77 1,522.21
investments
Aggregate amount of unquoted investments 3,816.65 3,115.79
Aggregate Provision for Impairment in the Value 7.02 7.02
of Investments
93
Goldiam International Limited
NOTE 5 - LONG TERM LOANS AND ADVANCES
NOTE 7- INVENTORIES
94
Annual Report 2021-22
Particulars No. Of Share/ As at March No. Of Share/ As at March
Bond Unit 31, 2022 Bond Unit 31, 2021
DSP FMP - Series 238 - 36M - Regular - Growth - - 4,000,000.000 500.26
Franklin India Ultra Short Bond Fund-Super 18,602.452 6.37 380,431.431 113.08
Institutional Plan-Growth
HDFC Corporate Bond Fund - Regular Plan - Growth 2,360,940.626 616.99 8,923,956.673 2,224.55
IDFC Banking & PSU Debt Fund - Regular Plan - Growth 2,130,560.764 426.46 2,130,560.764 409.81
IDFC Bond Fund - ShortTerm Plan - Regular Plan - Growth - - 720,537.233 321.83
IDFC Corporate Bond Fund - Regular Plan - Growth 6,107,012.238 960.91 6,754,273.997 1,014.69
Kotak Floating Rate Fund - Regular Plan - Growth 161,049.153 1,956.45 161,049.153 1,851.82
Kotak Liquid Fund - Regular Plan - Growth - - 26,085.893 1,080.17
Kotak Flexicap Fund - Regular Plan - Growth - - 747,771.970 333.33
(Old Name: Kotak Standard Multicap Fund - Growth
- Regular Plan)
Kotak FMP Series 239 - Growth (Regular Plan) 3,000,000 405.21 - -
Kotak FMP Series 257 - Growth (Regular Plan) 2,000,000 255.07 - -
UTI Fixed Term Income Fund Series XXIX - XIII (1122 - - 2,500,000.000 297.41
Days)- Growth Plan
C) Investment in Debentures
Unquoted- fully paid up (At OCI)
Reliance Commercial Finance Ltd - (NCMLD) 27 - 27 -
Debentures Series RCF/02
7,308.06 12,685.36
Aggregate amount of quoted investments 0.31 0.31
Aggregate market value of listed and quoted 0.52 0.31
investments
Aggregate amount of unquoted investments 7,276.47 12,685.05
Aggregate Provision for Impairment in the Value of 250.23 250.23
Investments
95
Goldiam International Limited
Particulars Outstanding for following periods As at
from due date of payment March 31,
2021
Less than 6 months- 1-2 2-3 More than Total
6 months 1 year yrs. yrs. 3 yrs.
(i) Undisputed Trade receivables- considered good 3207.89 62.29 10.67 35.49 8.85 3,325.19
(ii) Undisputed Trade Receivables- Considered - - - - - -
Doubtful
(iii) Disputed Trade Receivables considered good - - - - - -
(iv) Disputed Trade Receivables considered doubtful - - - - - -
Total 3,207.89 62.29 10.67 35.49 8.85 3,325.19
96
Annual Report 2021-22
NOTE 14 - SHARE CAPITAL AND OTHER EQUITY
Particulars As at March As at March
31, 2022 31, 2021
Share capital
Authorised shares
155000000 Equity Shares of ` 2/- each 3,100.00 3,100.00
(Previous year 31000000 Equity Shares of ` 10/- each)
Issued, subscribed and fully paid-up shares
108974615 Equity Shares of ` 2 /- each (Refer Note No. 14.f)
(Previous Year 22174923 Equity Shares of ` 10/- each) 2,179.49 2,217.49
2,179.49 2,217.49
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
97
Goldiam International Limited
(d) Details of Promoter holding (as per the register of members of the Company are as under) :
Name of the shareholder As at March 31, 2022 As at March 31, 2021
Nos. of % holding % of change Nos. of % holding % of change
Shares in the during the Shares in the during the
class year class year
Equity shares Equity shares of ` 2/- per share Equity shares of ` 10/- per share
Mr. Rashesh Manhar Bhansali 4,92,37,105 45.18% -1.53% 1,00,00,000 45.10% 0%
Mr. Anmol Rashesh Bhansali 1,77,25,355 16.27% -1.53% 36,00,000 16.23% 7.78%
Mrs. Shobhnaben Manhar Kumar 53,89,820 4.95% -1.53% 10,94,672 4.94% 0%
Bhansali
98
Annual Report 2021-22
Particulars As at March As at March
31, 2022 31, 2021
Tax on Buy back of equity shares 1,053.45 -
Buy Back expenses 47.94 -
Utilisation for Buy Back of Equity Shares 2,516.58 -
Closing Balance 20,834.23 19,309.66
TOTAL 21,837.72 22,318.57
a)
Capital Redemption Reserve
The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings.
The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.
b)
Capital Reserves
Capital redemption reserve was created on forfeiture of share warrant application money. The balance will be utilised
in accordance with the provision of the Companies Act, 2013.
c)
General Reserve
The Company created general reserve in earlier years pursuant to the provisions of the Companies Act wherein
certain percentage of profits were required to be transferred to general reserve before declaring dividends. As per
the Companies Act 2013, the requirement to transfer profits to general reserve is not mandatory. General reserve is
a free reserve available to the Company.
99
Goldiam International Limited
Particulars Unit
Axis Banking & PSU Debt Fund - Regular Growth 57922.832
Aditya Birla Sun Life Saving Fund - Growth- Regular Plan 320003.072
(Secured by Pledge of Mutual Funds/Bonds through Kotak Mahindra Bank Limited of ` 2000.00 lakhs)
Particulars Unit
Kotak Floating Rate Fund Growth ( Regular Plan) 161049.153
IDFC Corporate Bond Fund - Regular Plan - Growth 6107012.238
100
Annual Report 2021-22
NOTE 20 - OTHER FINANCIAL LIABILITIES
(*) Investor Education and Protection Fund (‘IEPF’)- as at March 31, 2022, there is no amount due and outstanding to
be transferred to the IEPF by the company. Unclaimed Dividend, if any, shall be transferred to IEPF as and when they
become due.
101
Goldiam International Limited
NOTE 24 - OTHER INCOME
Particulars As at As at
March 31, 2022 March 31, 2021
Interest received 193.68 317.40
Dividend on Shares and Units of Mutual Funds 1,446.03 1,080.00
Profit on sale of Current and Non Current Investments (Net) 44.90 113.87
Profit on sale of fixed assets 1.90 2.20
Net gain on foreign currency transaction and translation 519.58 164.28
Net gain on foreign currency transaction and translation on Bank Finance 66.80 20.32
Miscellaneous Income 4.02 0.47
Credit balance written 2.44 5.31
Share of Profit from Eco-Friendly Diamonds LLP 591.45 42.25
Discount 10.34 -
Sale of Scrap 5.15 1.78
Rent Income 6.72 5.80
Total 2,893.01 1,753.68
NOTE 25 - COST OF RAW MATERIALS AND COMPONENTS CONSUMED
Particulars As at As at
March 31, 2022 March 31, 2021
(a) Raw Materials Consumed Comprise :
102
Annual Report 2021-22
(b) Value of imported raw materials consumed and the value of all indigenous raw materials similarly consumed and the
percentage of each to the total consumption.
Particulars As at As at
March 31, 2022 March 31, 2021
Inventories at the beginning of the year
Finished goods 75.47 246.49
Work-in-progress 152.00 172.91
227.47 419.40
Inventories at the end of the year
Finished goods 254.71 75.47
Work-in-progress 373.88 152.00
628.59 227.47
Total (401.12) 191.93
Particulars As at As at
March 31, 2022 March 31, 2021
Salaries, Wages, Bonus & Ex-gratia 941.21 630.41
Contribution to E.S.I.C. 1.07 0.92
Contribution to Provident Fund 2.64 2.28
Provision / Contribution to Group Gratuity and LIC 5.74 6.46
Workmen & Staff Welfare expenses 26.37 23.03
Total 977.03 663.10
(a) As per Ind As 19 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below:
Defined Contribution Plan :
Contribution to Provident Fund is ` 2.64 lakhs (Previous year ` 2.28 lakhs ), ESIC and Labour Welfare Fund includes
` 1.07 lakhs (Previous year ` 0.92 lakhs).
Defined Benefit Plan :
Gratuity and Leave Encashment:
The Company makes partly annual contribution to the Employees’ Group Gratuity-cum-Life Assurance Scheme of
the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for
lump sum payment to vested employees at retirement, death while in employment or on termination of employment
of an amount equivalent to 15 days service for each completed year of service or part thereof depending on the date
of joining. The benefit vests after five years of continuous service.
103
Goldiam International Limited
Assumptions Gratuity Leave Encashment
Funded Funded Non Funded Non Funded
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Amount in INR
Reconciliation of opening and closing balances of the
present value of the defined benefit obligation:
Present Value of obligation as at the beginning of the year 26.78 22.61 3.17 3.18
Current service cost 4.63 5.59 0.51 0.33
Past Service cost - - - -
Interest cost 1.75 1.47 0.18 0.14
Actuarial (gain) / loss (8.18) (2.37) 0.94 1.48
Benefits paid (0.23) (0.52) (1.34) (1.96)
Present Value of obligation as at the end of the year 24.75 26.78 3.46 3.17
Change in Plan Assets
Plan assets at period beginning, at fair value 9.64 9.11 - -
Expected return on plan assets 0.64 0.60 - -
Actuarial (gain) / loss 0.07 (0.05) - -
Contributions 0.43 0.50 1.34 1.96
Benefits paid (0.23) (0.52) (1.34) (1.96)
Plan assets at period end, at fair value - - - -
10.55 9.64 - -
Fair Value of Plan Assets
Fair Value of plan assets at the beginning of the year 9.64 9.11 - -
Actual return on plan assets 0.64 0.60 - -
Contributions 0.43 0.50 1.34 1.96
Benefits paid (0.23) (0.52) (1.34) (1.96)
Fair Value of plan assets at the end of the year - - - -
Funded status (10.48) (9.69) - -
Excess of Actual over estimated return NIL NIL NIL NIL
The amounts to be recognized in the Balance
Sheet and statements of Profit and Loss
Present value of obligations as at the end of year 24.75 26.78 - -
Fair value of plan assets as at the end of the year 10.55 9.64 - -
Funded status - - - -
Net asset/(liability) recognized in Balance Sheet 14.20 17.14 - -
104
Annual Report 2021-22
Assumptions Gratuity Leave Encashment
Funded Funded Non Funded Non Funded
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Amount in INR
Remeasurement of the net defined benefit plans:
Actuarial (Gain) / Losses due to Demographic - - - -
Assumption changes in DBO
Actuarial (Gain) / Losses due to Financial Assumption (0.99) (0.95) (0.11) (0.13)
changes in DBO
Actuarial (Gain)/ Losses due to Experience on DBO (7.18) (1.43) 1.05 1.61
Return on Plan Assets (Greater) / Less than Discount rate (0.07) 0.05 - -
Total Accrual Gain / Loss included in Other (8.24) (2.33) - -
Comprehensive Income
Particulars As at As at
March 31, 2022 March 31, 2021
Interest on Bank Loan & Others 34.90 15.21
Total 34.90 15.21
Particulars As at As at
March 31, 2022 March 31, 2021
Stores & Spares 117.54 57.87
Power & Water 72.49 59.60
Machinery & Electrical Repairs 36.63 11.31
Grooving Charges & Labour charges 2.30 0.29
Insurance (Building) 0.86 0.55
Other Manufacturing Expenses 785.29 545.26
Rent, Rates & Taxes 68.22 61.86
Repairs & Maintenance others 22.69 19.12
Advertisement 5.06 1.10
Travelling and Conveyance 37.82 8.99
Bank charges 4.85 5.60
105
Goldiam International Limited
Particulars As at As at
March 31, 2022 March 31, 2021
Corporate Social Responsibility Contribution (Refer Note-43) 64.05 65.46
Printing & Stationery 7.11 7.57
Auditors' Remuneration (Refer Note-33) 3.15 2.75
Donation 1.00 0.50
Vehicle expenses 25.50 12.47
General Expenses 442.67 238.26
Total 1,697.23 1,098.56
Particulars As at As at
March 31, 2022 March 31, 2021
Current tax
Current tax on profits for the year 1,428.00 903.00
Adjustments for current tax of prior periods (45.37) -
Total current tax expense 1,382.63 903.00
Deferred tax
Decrease/(increase) in deferred tax assets (22.39) 248.35
Total deferred tax expense/(benefit) (22.39) 248.35
Income tax expense 1,360.24 1,151.35
Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
Particulars As at As at
March 31, 2022 March 31, 2021
Accounting profit before income-tax : 7,100.62 4,202.71
Applicable Indian statutory income-tax rate 25.17% 25.17%
Computed expected tax expense 1,787.08 1,057.74
Tax effect of :
Expenses disallowed 88.39 73.53
Expenses allowed (574.43) (370.40)
Effect of deductible expenses - -
Tax effect for income taxable under other head of Income 103.32 120.40
Interest payable on Tax 23.64 21.73
Current tax provision 1,428.00 903.00
106
Annual Report 2021-22
NOTE 31 - EARNING PER SHARE:
Particular As at As at
March 31, 2022 March 31, 2021
Profit after Tax 5,740.38 3,051.36
No. of shares outstanding 110291601 22174923
Weighted Average No. of shares + potential shares o/s 110291601 22174923
Earning per share (Basic) 5.20 2.75
Earning per share (Diluted) 5.20 2.75
(*) For EPS caculation of March 31, 2021 Number of share outstanding considered as 11,08,74,615 face value of `2 per
equity shares
Particular As at As at
March 31, 2022 March 31, 2021
1. Raw Materials 6,708.43 998.10
2. Consumable Stores 86.64 40.32
a) List of related parties and relationship where control exists or with whom transactions were entered into:
107
Details of transactions between the Company and its related parties are disclosed below:
108
b) Transactions during the year with related parties:
(Amounts are in lakhs unless stated otherwise)
Sr. Particulars Subsidiaries Associates Other entities in which Key Management
No. KMP has significant Personnel
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
1 Sale of goods
Goldiam Jewellery Limited 6,100.23 5,077.75 - - - - - -
Goldiam USA Inc. 23,916.99 13,618.73 - - - - - -
2 Purchase of goods
Goldiam Jewellery Limited 215.06 253.46 - - - - - -
Goldiam USA Inc. 1,161.78 969.97 - - - - - -
3 Labour Charges received
Goldiam Jewellery Limited 1.25 0.31 - - - - - -
4 Interest Received
Diagold Designs Limited - 0.69 - - - - - -
Goldiam International Limited
5 Dividend Received
Goldiam Jewellery Limited 1,000.00 1,000.00 - - - - - -
Diagold Designs Limited 401.41 -
6 Rent
Goldiam Jewellery Ltd. 2.40 2.00 - - - - - -
Eco-Friendly Diamond LLP 3.60 1.80 - - - 1.20 - -
M.R.Bhansali & Co. - - - - 0.72 0.80 - -
7 Share of Profits from LLP :
Eco-Friendly Diamond LLP 591.45 - - 42.25 - - - -
8 Payments to & provision for
Directors' remuneration
Rashesh M. Bhansali - - - - - - 393.60 228.40
Anmol R. Bhansali - - - - - - 393.60 228.40
9 Loan Given
Diagold Designs Limited - 22.44 - - - - - -
(Amounts are in lakhs unless stated otherwise)
Sr. Particulars Subsidiaries Associates Other entities in which Key Management
No. KMP has significant Personnel
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
10 Disposal / sale of shares of Joint
venture / Associates
Sunshine Exports HK Ltd ( Formerly - - - 1.10 - - - -
known as Goldiam HK Ltd)
11 Buy Back of Share
Diagold Designs Limited - 222.87 - - - - - -
12 Contribution and acquisition in
LLP :
Eco-Friendly Diamond LLP - - - 1,278.73 - - - -
13 Capital Reduction
Sunshine Exports HK Ltd ( Formerly - - - 40.54 - - - -
known as Goldiam HK Ltd)
(Amounts are in lakhs unless stated otherwise)
109
Anmol R. Bhansali - - - - - - 280.26 157.66
Goldiam International Limited
NOTE 35 - FINANCIAL INSTRUMENTS / FORWARD CONTRACTS:
a) Forward Contracts :
The Company is exposed to foreign currency fluctuations on foreign currency assets and forecasted cash flow
denominated in foreign currency. The Company limits the effects of foreign exchange rate fluctuations by following
established risk management policies. The Company enters into forward contracts, where the counterparty is a
Bank. The forward contracts are not used for trading or speculation purposes.
b) Unhedged foreign currency exposure :
110
Annual Report 2021-22
NOTE 37 - FINANCIAL INSTRUMENTS:
111
Goldiam International Limited
(Amounts are in lakhs unless stated otherwise)
Particulars As at March 31, 2022 As at March 31, 2021
FVOCI Amortised FVOCI Amortised
Cost Cost
Trade receivables - 6,775.06 - 3,325.19
Security deposits - 25.48 - 24.83
Cash and cash equivalents - 5,322.42 - 5,133.09
Unclaimed dividend account - 66.15 - 70.26
Total 11,144.48 12,416.28 17,323.36 10,309.83
Financial Liabilities
Borrowings - - - 1,000.00
Trade payables - 4,295.56 - 6,049.70
Other financial liabilities - 645.84 - 428.22
Total - 4,941.40 - 7,477.92
The carrying value of trade receivables, securities deposits, insurance claim receivable, loans given, cash and cash
equivalents and other financial assets recorded at amortised cost, is considered to be a reasonable approximation
of fair value.
The carrying value of borrowings, trade payables and other financial liabilities recorded at amortised cost is
considered to be a reasonable approximation of fair value.
A)
Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due
to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial
institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding
receivables. The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets
recognised at reporting date.
112
Annual Report 2021-22
The Company continuously monitors defaults of customers and other counterparties, identified either individually or
by the Company, and incorporates this information into its credit risk controls. Where available at reasonable cost,
external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company’s
policy is to deal only with creditworthy counterparties.
In respect of trade and other receivables, the Company is not exposed to any significant credit risk exposure to any
single counterparty or any company of counterparties having similar characteristics. The Company has very limited
history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to
be good.
The credit risk for cash and cash equivalents, mutual funds, bank deposits, loans and derivative financial instruments
is considered negligible, since the counterparties are reputable organisations with high quality external credit ratings.
Company provides for expected credit losses on financial assets by assessing individual financial instruments for
expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose,
there is no trend that the company can draws to apply consistently to entire population. For such financial assets, the
Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime
expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based
impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are
disclosed under each sub-category of such financial assets.
Detail of trade receivables that are past due (Refer note number - 9)
(Amounts are in lakhs unless stated otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
Not due 6,209.32 3,190.35
0-30 days past due 219.85 14.62
31-60 days past due 104.93 2.92
61-90 days past due 234.99 -
More than 5.97 117.30
*rounded off to nil
Total 6,775.06 3,325.19
B)
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature
of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity
operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.
Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
(Amounts are in lakhs unless stated otherwise)
Particulars As at March 31, As at March 31,
2022 2021
Expiring within one year (bank overdraft and other facilities) - 1,000.00
Total - 1,000.00
Contractual maturities of financial liabilities
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual
maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
Detail of trade payable that are past due (Refer note number - 19)
113
Goldiam International Limited
(Amounts are in lakhs unless stated otherwise)
As at March 31, 2022 Payable on Less than 1 Less than Less than More than Total
demand year 1-2 year 2-3 year 3 year
Non-derivatives
Borrowings - - - - - -
Trade payable - 4,295.55 - - - 4,295.55
Other financial liabilities 66.15 579.69 - - - 645.84
Total 66.15 4,875.24 - - - 4,941.39
As at March 31, 2021 Payable on Less than 1 Less than Less than More than Total
demand year 1-2 year 2-3 year 3 year
Non-derivatives
Borrowings - 1,000.00 - - - 1,000.00
Trade payable - 6,047.94 - - 1.75 6,049.69
Other financial liabilities 69.46 358.76 - - - 428.22
Total 69.46 7,406.70 - - 1.75 7,477.91
C)
Market risk - foreign exchange
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect
to US Dollar. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is
not the Company’s functional currency. The Company, as per its overall strategy, uses forward contracts to mitigate
its risks associated with fluctuations in foreign currency, and such contracts are not designated as hedges under Ind
AS 109. The Company does not use forward contracts and swaps for speculative purposes.
Sensitivity
The sensitivity to profit or loss from changes in the exchange rates arises mainly from financial instruments
denominated in USD. In case of a reasonably possible change in `/USD exchange rates of +/- 3% (previous year
+/- 3%) at the reporting date, keeping all other variables constant, there would have been an impact on profits of `
406.50 Lakhs (previous year ` 199.49 Lakhs).
Particular As at As at
March 31, 2022 March 31, 2021
1. Foreign Travels 13.67 4.49
2. Others 64.57 8.61
Below is the summary of Earnings In Foreign Exchange:
Particular As at As at
March 31, 2022 March 31, 2021
1. F.O.B.Value of Exports 33,119.96 15,974.77
i)
Liabilities
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March
2022, the Company is exposed to changes in market interest rates through bank borrowings at variable interest
rates.
114
Annual Report 2021-22
Interest rate risk exposure
Below is the overall exposure of the Company to interest rate risk:
(Amounts are in lakhs unless stated otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
Variable rate borrowing - -
Fixed rate borrowing - 1,000.00
Total Borrowings - 1,000.00
Sensitivity
The sensitivity to profit or loss in case of a reasonably possible change in interest rates of +/- 50 basis points keeping
all other variables constant, would have resulted in an impact on profits by ` Nil as borrowing of current year is at
Fixed rate (previous year Inr NIL Lakhs).
ii)
Assets
The Company’s financial assets are carried at amortised cost and are at fixed rate only. They are, therefore, not
subject to interest rate risk since neither the carrying amount nor the future cash flows will fluctuate because of
a change in market interest rates.
E)
Price risk
Exposure from investments in mutual funds:
The Company’s exposure to price risk arises from investments in mutual funds held by the Company and classified
in the balance sheet as fair value through profit or loss. To manage its price risk arising from investments in mutual
funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by
the Company.
Sensitivity
The sensitivity to profit or loss in case of an increase in price of the instrument by 5% keeping all other variables
constant would have resulted in an impact on profits by ` 1953.64 lakhs (previous year ` 1,080.28 lakhs).
115
NOTE 40 -DISCLOSURE WITH RESPECT TO RATIO:
116
Ratio Numerator Denominator Current Previous % Variance Reasons for Variance
Period Period
(a) Current Ratio Current Assets Current Liability 4.38 3.27 33.91% Improvement in ratio on account
of more Decrease in Liabilities as
compared to Current Assets
(b) Debt Equity Ratio Borrowings+ Interest Total Equity - 0.04 -100.00% There are no Debts outstanding at the
Accrued end of the year
(c) Debt Service Coverage Net Profit after Tax Debt Service = 172.19 213.69 -19.42% Increase was primarily on account of
Ratio +Depreciation+ Interest & Lease increase in profit before tax and better
Interest+loss on sale payments +Principal utilisation of working capital limit.
of Fixed Assets Repayments
(d) Return on Equity Ratio Net Profit after Tax Average Shareholder’s 0.24 0.12 92.19% “Increase was primarily on account of
Equity increase in profit after tax”
( e ) Inventory turnover ratio Cost of Goods sold Avearage Inventory 13.27 11.29 17.56% Refer Note
or Sales =(Opening Inventory +
Closing Inventory ) /2
Goldiam International Limited
(f) Trade Receivables Net Credit Sales Average Accounts 7.74 7.01 10.32% Refer Note
Turnover ratio Receivables
(g) Trade Payables turnover Net Credit Purchases Average Trade 6.40 3.95 62.24% Increasee was primarily on account of
Payables decrease in Trade Payables
(h) Net Capital turnover ratio Net Sales Working Capital 2.23 1.25 78.24% “Increase was primarily on account of
Decrease in working capital”
(i) Net Profit Ratio Net Profit Net Sales 0.15 0.14 4.02% Refer Note
(j) Return on Capital Earning before Capital Employed 0.31 0.18 71.05% “Increase was on account of
Employed interest and taxes better margins and other Income”
(k) Return on investment Net Profit after Tax Total Equity 0.24 0.12 92.19% “Increase was on account of
better margins and other Income”
Note: In respect of aforesaid mentioned ratios,no reasons for vaiance provided where change (25% or more) in FY 2021-22 in comparison to FY 2020-21.
NOTE 41 -DISCLOSURE WITH RESPECT TO STOCK SUBMITTED TO BANK:
Quarter Name of Particulars of Securities Amount as Amount as reported Amount Copy of Reason for material
bank Provided per books of in the quarterly of Return/ filed discrepancies
account return/ statement difference with Banks
Particulars Amt.
Jun-21 CITI BANK & Finished Goods/ Raw Material/ 6,132.76 6,115.07 17.69 Yes Alloy stock not 17.69
HSBC bank Work in Progress/ Stores considered for
bank stock
Sep-21 CITI BANK & Finished Goods/ Raw Material/ 2,578.99 2,558.13 20.86 Yes Alloy stock not 20.86
HSBC bank Work in Progress/ Stores considered for
bank stock
Dec-21 CITI BANK & Finished Goods/ Raw Material/ 2,772.80 2,746.54 26.26 Yes Alloy stock not 26.26
HSBC bank Work in Progress/ Stores considered for
bank stock
Mar-22 CITI BANK & Finished Goods/ Raw Material/ 3,002.21 3,002.21 - Yes - -
HSBC bank Work in Progress/ Stores
Annual Report 2021-22
117
Goldiam International Limited
NOTE 42 - REVENUE FROM CONTRACT WITH CUSTOMER
Ind AS 115 requires the estimated variable consideration to be estimated and constrained to prevent over- recognition of
revenue. Based on the recent practice and based on the verbal contract with the customers the company has provided
variable consideration in the form of Discount which is generally offered to customers which is as under
The Company has recognised ` 116.58 lakhs in current year ( ` 217.56 lakhs in previous year) towards performance
obligations for goods supplied to customers.
Particulars As at As at
March 31, 2022 March 31, 2021
Performance guarantee in favour of Deputy. Commissioner Customs 1,757.42 1,757.42
Property Tax (Note-1) 292.21 319.82
Note-1 The Municipal Corporation of Greater Mumbai has preferred an appeal in the High Court of Judicature at Bombay
against the order of Small Causes Court rejecting the claim of Municipal Corporation of Greater Mumbai. The
Property tax not provided which was outstanding as per Municipal Corporation of Greater Mumbai as on 31st
March, 2010 ` 292.21 lakhs (Previous year ` 319.82 lakhs) as per the capital value determined by the office of
Assistant Assessor and Collector of Brihan Mumbai Mahanagarpalika.
44 The Company has incurred ` 64.05 lakhs (amount of ` 11.00 Lakhs of pervious year has been carried forward and
adjusted in FY 2021-2022) (previous year ` 65.46 Lakhs) towards Corporate Social Responsibility activities. It is
included in in the Statement of Profit and Loss. Further, no amount has been spent on construction / acquisition of
an asset of the Company and the entire amount has been spent in cash. The amount required to be spent under
Section 135 of the Companies Act, 2013 for the year 2021 is ` 74.40 lakhs i.e. 2% of average net profits for last three
financial years, calculated as per Section 198 of the Companies Act,2013. In FY 21-22 The Company has contributed
excess amount to of ` 0.65 lakhs which is to be carry forward for next financial year.
45 In accordance with Sec 68, 69, 70 and other applicable provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Buy Back of Securities) Regulations, 2018 (as amended) (“SEBI Buy Back Regulations”),
the Company concluded during the year, the buyback of 3,80,000 equity shares equity shares of `10/- each fully
paid up, as approved by the Board of Directors on September 13, 2021 by way of tender offer through stock exchange
mechanism for cash at price of ` 1,200/- per equity share. This has resulted in a total cash outflow of ` 4560.00
Lakhs.
46 During the year under review, the Company has acquired additional 37% stake in Eco-Friendly Diamonds LLP. The
Company has paid ` 833.70 lakhs towards acquisition.
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Annual Report 2021-22
(viii) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961
48 All assets and liabilities have been classified as current or non-current as per the Company’s normal operating
cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and
the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the
Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of
assets and liabilities.
49 The previous year’s figures have been regrouped and rearranged wherever necessary to make in compliance with
the current financial year.
The accompanying notes are an integral part of these standalone financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J.D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
119
Goldiam International Limited
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLDIAM INTERNATIONAL Our opinion on the consolidated financial statements does
LIMITED not cover the other information and we do not express any
form of assurance conclusion thereon.
Report on the Audit of the Consolidated Financial
Statements In connection with our audit of the consolidated financial
statements, our responsibility is to read the other
Opinion information and, in doing so, consider whether the other
information is materially inconsistent with the consolidated
We have audited the accompanying consolidated financial
financial statements or our knowledge obtained in the
statements of GOLDIAM INTERNATIONAL LIMITED
audit or otherwise appears to be materially misstated. If,
(hereinafter referred to as the ‘Holding Company”) and
based on the work we have performed and based on the
its subsidiaries (Holding Company and its subsidiaries
work done/ audit report of other auditors, we conclude that
together referred to as “the Group”), its associates and
there is a material misstatement of this other information,
jointly controlled entities, which comprise the consolidated
we are required to report that fact. We have nothing to
Balance Sheet as at March 31, 2022, and the consolidated
report in this regard.
statement of Profit and Loss, the consolidated statement
of changes in equity and the consolidated cash flows Management’s and Board of Directors’ Responsibilities
Statement for the year then ended, and notes to the for the Consolidated Financial Statements
consolidated financial statements, including a summary
of significant accounting policies (hereinafter referred to The Holding Company’s Board of Directors is responsible
as “the consolidated financial statements”). In our opinion for the preparation and presentation of these consolidated
and to the best of our information and according to the financial statements in term of the requirements of the
explanations given to us, the aforesaid consolidated Companies Act, 2013 that give a true and fair view of the
financial statements give the information required by the consolidated financial position, consolidated financial
Act in the manner so required and give a true and fair performance and consolidated cash flows of the Group
view in conformity with the accounting principles generally including its Associates and Jointly controlled entities
accepted in India, of their consolidated state of affairs of in accordance with the accounting principles generally
the Company as at March 31, 2022, of consolidated profit/ accepted in India, including the Accounting Standards
loss, consolidated changes in equity and its consolidated specified under section 133 of the Act. The respective
cash flows for the year then ended. Board of Directors of the companies included in the
Group and of its associates and jointly controlled entities
Basis for Opinion are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for
We conducted our audit in accordance with the Standards
safeguarding the assets of the Group and for preventing
on Auditing (SAs) specified under section 143(10) of
and detecting frauds and other irregularities; selection and
the Companies act, 2013. Our responsibilities under
application of appropriate accounting policies; making
those Standards are further described in the Auditor’s
judgments and estimates that are reasonable and prudent;
Responsibilities for the Audit of the Consolidated Financial
and the design, implementation and maintenance of
Statements section of our report. We are independent of
adequate internal financial controls, that were operating
the Group in accordance with the Code of Ethics issued by
effectively for ensuring accuracy and completeness of
ICAI, and we have fulfilled our other ethical responsibilities
the accounting records, relevant to the preparation and
in accordance with the provisions of the Companies Act,
presentation of the financial statements that give a true
2013. We believe that the audit evidence we have obtained
and fair view and are free from material misstatement,
is sufficient and appropriate to provide a basis for our
whether due to fraud or error, which have been used for
opinion.
the purpose of preparation of the consolidated financial
Key Audit matter : statements by the Directors of the Holding Company, as
aforesaid.
We have determined that there are no key audit matters to
communicate in our report. In preparing the consolidated financial statements, the
respective Board of Directors of the companies included
Other Information in the Group and of its associates and jointly controlled
The Holding Company’s management and Board of entities are responsible for assessing the ability of the
Directors are responsible for the other information. The Group and of its associates and jointly controlled entities
other information comprises the information included to continue as a going concern, disclosing, as applicable,
in the Holding Company’s annual report, but does not matters related to going concern and using the going
include the consolidated financial statements and our concern basis of accounting unless management either
auditors’ report thereon. intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
120
Annual Report 2021-22
The respective Board of Directors of the companies the audit evidence obtained up to the date of our
included in the Group and of its associates and jointly auditor’s report. However, future events or conditions
controlled entities are responsible for overseeing the may cause the Group to cease to continue as a going
financial reporting process of the Group and of its concern.
associates and jointly controlled entities. (v) Evaluate the overall presentation, structure and
Auditor’s Responsibilities for the Audit of the content of the Ind AS financial statements, including
Consolidated Financial Statements the disclosures, and whether the consolidated
financial statements represent the underlying
Our objectives are to obtain reasonable assurance about transactions and events in a manner that achieves
whether the consolidated financial statements as a whole fair presentation.
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes Obtain sufficient appropriate audit evidence regarding the
our opinion. Reasonable assurance is a high level of financial information of the entities or business activities
assurance, but is not a guarantee that an audit conducted within the Group to express an opinion on the consolidated
in accordance with SAs will always detect a material financial statements. We are responsible for the direction,
misstatement when it exists. Misstatements can arise from supervision and performance of the audit of the financial
fraud or error and are considered material if, individually statements of such entities included in the consolidated
or in the aggregate, they could reasonably be expected to financial statements of which we are the independent
influence the economic decisions of users taken on the auditors. For the other entities included in the consolidated
basis of these consolidated financial statements. financial statements, which have been audited by the
other auditors, such other auditors remain responsible for
As part of an audit in accordance with SAs, we exercise the direction, supervision and performance of the audits
professional judgment and maintain professional carried out by them. We remain solely responsible for our
skepticism throughout the audit. We also: audit opinion
(i) Identify and assess the risks of material misstatement We communicate with those charged with governance
of the consolidated financial statements, whether regarding, among other matters, the planned scope and
due to fraud or error, design and perform audit timing of the audit and significant audit findings, including
procedures responsive to those risks, and obtain any significant deficiencies in internal control that we
audit evidence that is sufficient and appropriate identify during our audit.
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from We also provide those charged with governance
fraud is higher than for one resulting from error, with a statement that we have complied with relevant
as fraud may involve collusion, forgery, intentional ethical requirements regarding independence, and
omissions, misrepresentations, or the override of to communicate with them all relationships and other
internal control. matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
(ii) Obtain an understanding of internal controls relevant
to the audit in order to design audit procedures that From the matters communicated with those charged with
are appropriate in the circumstances, but not for the governance, the auditor determines those matters that
purpose of expressing an opinion on whether the were of most significance in the audit of the financial
Company has in place an adequate internal financial statements of the current period and are therefore the
controls system over financial reporting and the key audit matters. In accordance with the requirements
operating effectiveness of such controls of SA 701, the auditor describes these matters in the
auditor’s report unless law or regulation precludes public
(iii) Evaluate the appropriateness of accounting policies disclosure about the matter or when, in extremely rare
used and the reasonableness of accounting estimates circumstances, the auditor determines that a matter should
and related disclosures made by management not be communicated in the auditor’s report because the
(iv) Conclude on the appropriateness of management’s adverse consequences of doing so would reasonably be
use of the going concern basis of accounting and, expected to outweigh the public interest benefits of such
based on the audit evidence obtained, whether communication
a material uncertainty exists related to events or
conditions that may cast significant doubt on the Other Matters
ability of the Group to continue as a going concern. (a) We did not audit the financial statements of two
If we conclude that a material uncertainty exists, we subsidiaries, and one associates, whose financial
are required to draw attention in our auditor’s report to statements reflect total assets of ` 26706.73 lakh as at
the related disclosures in the consolidated financial 31st March, 2022, total revenues of `52681.04 lakh and net
statements or, if such disclosures are inadequate, to cash flows amounting to ` 3631.76 lakh for the year ended
modify our opinion. Our conclusions are based on on that date, as considered in the consolidated financial
121
Goldiam International Limited
statements. The consolidated financial statements also in India is disqualified as on 31st March, 2022
include the Group’s share of net profit/loss after tax of ` from being appointed as a director in terms of
1894.34 lakh for the year ended 31st March, 2022, as Section 164 (2) of the Act.
considered in the consolidated financial statements, in (f) With respect to the adequacy of internal financial
respect of above mention associates, whose financial controls over financial reporting of the Group
statements have not been audited by us. These financial and the operating effectiveness of such controls,
statements have been audited by other auditors whose refer to our separate report in Annexure “A”.
reports have been furnished to us by the Management
and our opinion on the consolidated financial statements, (g) With respect to the other matters to be included
in so far as it relates to the amounts and disclosures in the Auditor’s Report in accordance with Rule
included in respect of these subsidiaries, jointly controlled 11 of the Companies (Audit and Auditor’s)
entities and associates, and our report in terms of sub- Rules, 2014, in our opinion and to the best of our
sections (3) and (11) of Section 143 of the Act, in so far information and according to the explanations
as it relates to the aforesaid subsidiaries, jointly controlled given to us:
entities and associates, is based solely on the reports of i. The consolidated financial statements disclose
the other auditors. the impact of pending litigations on the
Our opinion on the consolidated financial statements, and consolidated financial position of the Group,
our report on Other Legal and Regulatory Requirements its associates and jointly controlled entities–
below, is not modified in respect of the above matters with Refer Note 41 to- the consolidated financial
respect to our reliance on the work done and the reports of statements.
the other auditors and the financial statements / financial ii. Provision has been made in the consolidated
information certified by the Management. financial statements, as required under the
1. As required by Section 143(3) of the Act, we report, applicable law or accounting standards, for
to the extent applicable, that: material foreseeable losses, if any, on long-term
contracts including derivative contracts.
(a) We have sought and obtained all the
information and explanations which to the best iii. There has been no delay in transferring
of our knowledge and belief were necessary amounts, required to be transferred, to the
for the purposes of our audit of the aforesaid Investor Education and Protection Fund by the
consolidated financial statements. Holding Company and its subsidiary companies,
associate companies and jointly controlled
(b) In our opinion, proper books of account as companies incorporated in India.
required by law relating to preparation of the
aforesaid consolidated financial statements iv. (a) The respective Managements of the
have been kept so far as it appears from our Company and its subsidiaries, jointly
examination of those books and the reports of associate companies which are
the other auditors. companies incorporated in India whose
financial statements have been audited
(c) The Consolidated Balance Sheet, the under the Act have represented to us and
Consolidated Statement of Profit and Loss, and the other auditors of such subsidiaries,
the Consolidated Cash Flow Statement dealt jointly controlled entities and associate
with by this Report are in agreement with the companies respectively that, to the best
relevant books of account maintained for the of their knowledge and belief, no funds
purpose of preparation of the consolidated (which are material either individually or
financial statements. in the aggregate) have been advanced
(d) In our opinion, the aforesaid consolidated or loaned or invested (either from
financial statements comply with the Accounting borrowed funds or share premium or any
Standards specified under Section 133 of the other sources or kind of funds) by the
Act. Company or any of such subsidiaries
(e) On the basis of the written representations and associate companies to or in any
received from the directors of the Holding other person(s) or entity(ies), including
Company as on 31st March, 2022 taken on foreign entities (“Intermediaries”), with
record by the Board of Directors of the Holding the understanding, whether recorded in
Company and the reports of the statutory writing or otherwise, that the Intermediary
auditors of its subsidiary companies, associate shall, directly or indirectly, lend or invest in
companies and jointly controlled companies other persons or entities identified in any
incorporated in India, none of the directors of manner whatsoever by or on behalf of
the Group companies, its associate companies the Company or any of such subsidiaries,
and jointly controlled companies incorporated jointly controlled entities and associate
122
Annual Report 2021-22
companies (“Ultimate Beneficiaries”) or provisions of Section 197 read with Schedule V of
provide any guarantee, security or the like the Act.
on behalf of the Ultimate Beneficiaries. For J.D. Zatakia & Co.
(b) The respective Managements of Chartered Accountants
the Company and its subsidiaries FRN No. 111777W
and associate companies which are
companies incorporated in India whose J.D. Zatakia
financial statements have been audited Proprietor
under the Act have represented to us and Membership No. 17669
the other auditors of such subsidiaries, UDIN No. 22017669AJNABO8797
jointly controlled entities and associate Place: Mumbai
companies respectively that, to the best Date : 20th May, 2022
of their knowledge and belief, no funds ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S
(which are material either individually or REPORT OF EVEN DATE ON THE CONSOLIDATED
in the aggregate) have been received by FINANCIAL STATEMENTS OF GOLDIAM
the Company or any of such subsidiaries INTERNATIONAL LIMITED
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with Report on the Internal Financial Controls under Clause
the understanding, whether recorded in (i) of Sub-section 3 of Section 143of the Companies
writing or otherwise, that the Company Act, 2013 (“the Act”)
or any of such subsidiaries and associate
In conjunction with our audit of the consolidated financial
companies shall, directly or indirectly,
statements of the Company as of and for the year ended
lend or invest in other persons or entities
March 31, 2022, We have audited the internal financial
identified in any manner whatsoever by or
controls over financial reporting of Goldiam International
on behalf of the Funding Party (“Ultimate
Limited (hereinafter referred to as “the Holding Company”)
Beneficiaries”) or provide any guarantee,
and its subsidiary companies, which are companies
security or the like on behalf of the Ultimate
incorporated in India, as of that date.
Beneficiaries.
(c) Based on the audit procedures, that Management’s Responsibility for Internal Financial
has been considered reasonable and Controls
appropriate in the circumstances, The respective Board of Directors of the Holding
performed by us and those performed company, its subsidiary companies, which are companies
by the auditors of the subsidiaries, incorporated in India, are responsible for establishing
jointly controlled entities and associate and maintaining internal financial controls based on the
companies which are companies internal control over financial reporting criteria established
incorporated in India whose financial by the Company considering the essential components of
statements have been audited under the internal control stated in the Guidance Note on Audit of
Act, nothing has come to our or other Internal Financial Controls Over Financial Reporting issued
auditor’s notice that has caused us or by the Institute of Chartered Accountants of India (ICAI)”.]
the other auditors to believe that the These responsibilities include the design, implementation
representations under sub-clause (i) and and maintenance of adequate internal financial controls
(ii) of Rule 11(e) contain any material that were operating effectively for ensuring the orderly and
misstatement. efficient conduct of its business, including adherence to
v) The dividend declared and paid during the the respective company’s policies, the safeguarding of its
year by the Holding Company, its subsidiary assets, the prevention and detection of frauds and errors,
companies and associate companies the accuracy and completeness of the accounting records,
incorporated in India, is in compliance with and the timely preparation of reliable financial information,
Section 123 of the Act. as required under the Act.
2 . The Group, its associate companies and jointly Auditor’s Responsibility
controlled entities incorporated in India have paid/
provided for managerial remuneration in accordance Our responsibility is to express an opinion on the Company’s
with the requisite approvals mandated by the internal financial controls over financial reporting based
123
Goldiam International Limited
on our audit. We conducted our audit in accordance with Inherent Limitations of Internal Financial Controls
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
Over Financial Reporting (the“Guidance Note”) issued Because of the inherent limitations of internal financial
by the ICAI and the Standards on Auditing, prescribed controls over financial reporting, including the possibility
under section 143(10) of the Companies Act, 2013, to the of collusion or improper management override of controls,
extent applicable to an audit of internal financial controls, material misstatements due to error or fraud may occur
both issued by the Institute of Chartered Accountants of and not be detected. Also, projections of any evaluation
India. Those Standards and the Guidance Note require of the internal financial controls over financial reporting
that we comply with ethical requirements and plan and to future periods are subject to the risk that the internal
perform the audit to obtain reasonable assurance about financial control over financial reporting may become
whether adequate internal financial controls over financial inadequate because of changes in conditions, or that the
reporting was established and maintained and if such degree of compliance with the policies or procedures may
controls operated effectively in all material respects. deteriorate.
Our audit involves performing procedures to obtain audit Opinion
evidence about the adequacy of the internal financial
controls system over financial reporting and their In our opinion, the Holding Company, its subsidiary
operating effectiveness. Our audit of internal financial companies, and its associate companies which are
controls over financial reporting included obtaining an companies incorporated in India have, in all material
understanding of internal financial controls over financial respects, an adequate internal financial controls system
reporting, assessing the risk that a material weakness over financial reporting and such internal financial controls
exists, and testing and evaluating the design and over financial reporting were operating effectively as
operating effectiveness of internal control based on the at March 31, 2022, based on the internal control over
assessed risk. The procedures selected depend on the financial reporting criteria established by the Company
auditor’s judgement, including the assessment of the considering the essential components of internal control
risks of material misstatement of the financial statements, stated in the Guidance Note on Audit of Internal Financial
whether due to fraud or error. Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit Other Matters
opinion on the internal financial controls system over Our aforesaid report under Section 143(3)(i) of the Act on
financial reporting of the Company and its subsidiary the adequacy and operating effectiveness of the internal
companies, which are companies incorporated in India. financial controls over financial reporting in so far as it
relates to one subsidiary company, which is the company
Meaning of Internal Financial Controls Over Financial incorporated in India, is based solely on the corresponding
Reporting reports of the auditors of such company incorporated in
A company’s internal financial control over financial India.
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting Our opinion is not modified in respect of the above matters
and the preparation of financial statements for external with respect to our reliance on the work done by and the
purposes in accordance with generally accepted reports of such other auditors and the financial information
accounting principles. A company’s internal financial certified by the Management.
control over financial reporting includes those policies and
procedures that
(1) pertain to the maintenance of records that, in reasonable For J.D. Zatakia & Co.
detail, accurately and fairly reflect the transactions and Chartered Accountants
dispositions of the assets of the company; FRN No. 111777W
(2)provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures J.D. Zatakia
of the company are being made only in accordance Proprietor
with authorisations of management and directors of the Membership No. 17669
company; and UDIN No. 22017669AJNABO8797
(3) provide reasonable assurance regarding prevention Place: Mumbai
or timely detection of unauthorised acquisition, use, or Date : 20th May, 2022
disposition of the company’s assets that could have a
material effect on the financial statements.
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Annual Report 2021-22
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2022
(Amounts are in lakhs unless stated otherwise)
Particulars Notes As at March As at March
No. 31, 2022 31, 2021
A ASSETS
I Non-current assets
a) Property, plant and equipment 1 3,783.31 3,946.93
b) Capital work-in-progress 1 1.00 13.25
c) Right to Use 1(i) 123.83 20.53
d) Investment properties 2 193.57 193.57
e) Other intangible assets 3 106.98 143.91
f) Investments accounted for using equity method - -
g) Financial assets
i. Investments 4 2,195.63 3,954.36
ii. Loans 5 241.56 141.51
iii. Other Financial Assets 6 53.64 55.42
h) Deferred tax assets 7 31.91 36.70
Total non-current assets 6,731.43 8,506.18
II Current assets
a) Inventories 8 17,688.06 10,720.63
b) Financial assets
i. Investments 9 11,813.36 17,975.66
ii. Trade receivables 10 17,872.61 12,915.09
iii. Cash and cash equivalents 11 8,592.42 9,078.26
iv. Bank balances other than (iii) above 12 66.15 82.06
v. Loans 13 378.17 1,919.53
c) Other current assets 14 104.93 198.16
Total current assets 56,515.70 52,889.39
Total Assets 63,247.13 61,395.57
B EQUITY AND LIABILITIES
I Equity
Equity share capital 15 2,179.49 2,217.49
II Other equity
Equity component of compound financial instruments - -
Other equity 15 49,810.49 44,260.59
Equity attributable to owners of Goldiam 51,989.98 46,478.08
International Limited
Non-controlling interests 608.31 1,649.22
Total equity 52,598.29 48,127.30
III LIABILITIES
Non-current liabilities
Deferred tax liabilities 7 406.62 232.24
Lease Liability 16 98.84 22.80
Total non-current liabilities 505.46 255.04
Current liabilities
Financial liabilities
i. Borrowings 17 265.27 2,240.91
ii. Trade payables 18
Total outstanding dues of micro enterprises and small enterprises 6.41 6.15
Total outstanding dues of creditors other than micro enterprises 6,772.98 9,285.65
and small enterprises
iii. Lease liabilities 14.09 -
iv. Other financial liabilities 19 2,095.16 868.09
Provisions 20 65.27 65.82
Current Tax Liabilities 21 924.20 546.61
Total current liabilities 10,143.38 13,013.23
Total liabilities 10,648.84 13,268.27
Total equity and liabilities 63,247.13 61,395.57
The accompanying notes are an integral part of these consolidated financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J. D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
May 20, 2022 Date : May 20, 2022
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Goldiam International Limited
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE
YEAR ENDED MARCH 31, 2022
(Amounts are in lakhs unless stated otherwise)
Particulars Note Year ended Year ended
March 31, March 31,
2022 2021
I Income
1 Revenue from operations 22 68,774.32 40,600.28
2 Other income 23 2,464.56 721.70
Total income 71,238.88 41,321.98
II Expenses
a) Cost of raw materials and components consumed 24 44,613.22 21,818.68
b) Purchase of Traded goods 10,087.51 6,160.81
c) (Increase)/decrease in inventories of finished goods, 25 (6,050.20) (811.64)
work-in-progress and traded goods
d) Employee benefit expenses 26 2,693.68 1,594.05
e) Finance Cost 27 67.80 29.87
f) Depreciation and amortisation expense 1 538.72 361.85
g) Other expenses 28 4,425.48 4,028.67
Total expenses 56,376.21 33,182.30
Profit before Exceptional Item 14,862.67 8,139.68
Exceptional Item :
Profit on sale of Factory Building - 1,576.71
Profit before share of Profits / (Loss) of Associates and Joint Venture 14,862.67 9,716.39
Share of Profits / (Loss) of Associates and Joint Venture - -
Profit/ (Loss) on Disposal of Associate - 3.80
Profit before Tax 14,862.67 9,720.18
Income tax expense
- Current tax 29 4,088.83 2,585.93
- Deferred tax 29 178.03 423.59
Profit for the year 10,595.82 6,710.66
Other Comprehensive Income
a) Items that will not be reclassified to profit or loss 1,596.65 1,228.29
b) Income tax relating to items that will not be reclassified to profit or loss 14.10 13.87
Total other comprehensive income for the year 1,610.76 1,242.16
Total comprehensive income for the year 12,206.57 7,952.81
Net Profit attributable to :
a) Owners of the Company 10,518.37 6,102.23
b) Non Controlling Interest 77.45 608.43
10,595.82 6,710.66
Other Comprehensive Income attributable to:
a) Owners of the Company 1,610.76 1,242.07
b) Non Controlling Interest - 0.09
1,610.76 1,242.16
Total Comprehensive Income attributable to:
a) Owners of the Company 12,129.12 7,344.30
b) Non Controlling Interest 77.45 608.52
12,206.57 7,952.81
Earnings per share
Basic 33 9.61 6.05
Diluted 33 9.61 6.05
The accompanying notes are an integral part of these consolidated financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J. D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
May 20, 2022 Date : May 20, 2022
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Annual Report 2021-22
STATEMENT OF CHANGES IN EQUITY
A.
EQUITY SHARE CAPITAL :
Particulars No. of shares Amount
Issued, subscribed and fully paid-up shares
Equity share of ` 10 each
Balance as at 1 April 2020 22,174,923 2,217.49
Changes in Equity Share Capital during the year - -
Balance as at 31 March 2021 22,174,923 2,217.49
Changes in Equity Share Capital during the year (Buy- back of Share) (380,000) (38.00)
21,794,923 2,179.49
Balance as at 31 March 2022 108,974,615 2,179.49
(*) Sub division of Equity Shares has been done on March 29, 2022 from face
value of ` 10 to ` 2
B. OTHER EQUITY
Particulars Surplus Non Total
Capital Capital General Ex. Dif. on Retained Total Controlling Equity
Redemption Reserves Reserves translating Earning Interest
Reserves Financial
Statement
of foreign
Operations
Balance as at 1 April 2020 485.79 547.91 2,043.42 475.69 35,231.68 38,784.49 537.74 39,322.23
Profit for the year - - - - 6,102.23 6,102.23 608.43 6,710.66
Other comprehensive income - - - - 1,242.07 1,242.07 0.09 1,242.16
Transfer from Equity Share Capital - - - - - - - -
Total comprehensive income - - - - 7,344.30 7,344.30 608.52 7,952.81
Dividends distributed to equity - - - - (1,441.37) (1,441.37) - (1,441.37)
shareholders
Utilised for Buy Back of Shares - - - - - - (214.21) (214.21)
Buy Back expenses - - - - (0.13) (0.13) (0.12) (0.25)
Income Tax on Buy Back of Shares - - - - (45.17) (45.17) (43.42) (88.59)
Acquisition of Subsidiary / Associates - - - - - - 966.98 966.98
Utilisation of Reserves - - - - - - (206.27) (206.27)
Others - - - (381.53) - (381.53) - (381.53)
Balance as at 31 March 2021 485.79 547.91 2,043.42 94.16 41,089.31 44,260.59 1,649.22 45,909.81
Profit for the year - - - - 10,518.38 10,518.38 77.45 10,595.83
Other comprehensive income - - - - 1,610.75 1,610.75 - 1,610.75
Transfer from Equity Share Capital 38.00 - - - - 38.00 - 38.00
Total comprehensive income 38.00 - - - 12,129.13 12,167.13 77.45 12,244.58
Dividends distributed to equity
shareholders - - - - (1,319.10) (1,319.10) (385.82) (1,704.92)
Utilised for Buy Back of Shares - - (2,043.42) - (2,516.58) (4,560.00) - (4,560.00)
Buy Back expenses - - - - (47.94) (47.94) - (47.94)
Income Tax on Buy Back of Shares - - - - (1,053.45) (1,053.45) - (1,053.45)
Acquisition of Subsidiary / Associates - - - - - - (777.51) (777.51)
Others - - - 363.27 - 363.27 44.97 408.24
Total Dividend Distribution and DDT - - (2,043.42) 363.27 (4,937.07) (6,617.22) (1,118.36) (7,735.58)
Balance as at 31 March 2022 523.79 547.91 - 457.43 48,281.36 49,810.49 608.31 50,418.80
The accompanying notes are an integral part of these consolidated financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J. D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
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Goldiam International Limited
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2022
(Amounts are in lakhs unless stated otherwise)
Particulars As at March As at March
31, 2022 31, 2021
A Cash flow from operating activities :
Profit before tax 14,785.22 9,111.66
Adjustments for:
Depreciation and amortization for the year 538.72 361.85
Net (profit)/loss on disposal of property, plant and equipment (1.90) (1,614.11)
Adjustable towards Ind AS Impact 29.67 -
(income)/loss from investments measured at FVOCI 14.79 13.87
(income)/loss from investments (40.36) (34.08)
Net unrealised foreign exchange (gain)/ loss (707.64) (99.14)
Share of Profits / (Loss) of Associates and Joint Venture - (3.80)
Amortisation write of of property, plant and equipment - 0.15
Dividend received (44.62) (80.00)
Share of Minority Interest (1,040.91) 1,111.48
Adjustment for Reserves on account of consolidation - 420.87
Adjustment for Change of Holding & Translation Reserves 363.27 (381.53)
Interest Income (228.26) (362.54)
Finance cost 67.80 29.87
(1,049.44) (637.11)
Operating profit before working capital changes 13,735.78 8,474.55
Adjustments for:
Decrease/(Increase) in inventories (6,967.43) (1,373.64)
Decrease/(increase) in non-current financial assets 1.78 (41.46)
Decrease/(increase) in current financial assets 1,541.36 626.72
Decrease/(increase) in other current assets 93.23 25.48
Decrease/(Increase) in trade receivables (4,064.13) (2,785.21)
Increase/(Decrease) in trade payables (2,698.14) 2,085.68
Increase/(Decrease) in Non current financial liabilities (43.76) -
Increase/(Decrease) in current financial liabilities 1,241.16 435.06
Increase/(Decrease) in provisions 0.55 0.03
(10,895.38) (1,027.34)
Cash generated from operating activities 2,840.40 7,447.21
Income Tax Paid (net) (3,817.16) (2,540.30)
Net cash generated from operating activities (976.76) 4,906.91
B Cash flow from investing activities:
Purchase of property, plant and equipment (355.46) (3,026.17)
Proceeds from disposal of property, plant and equipment 19.20 1,765.74
Purchase of Investments (1,399.30) (8,733.08)
Proceeds from sale of investments 10,961.62 8,379.50
Interest received 228.26 362.54
Dividend received 44.62 80.00
Net cash used in investing activities 9,498.94 (1,171.47)
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Notes to Financial Statement as March 31, 2022
Background and corporate Information :
Goldiam International Limited (the Company) is a public company domiciled in India. Its shares are listed on two stock
exchanges in India. The Company is engaged in selling of Diamond studded Gold Jewellery products. It has formed its
subsidiaries M/s. Diagold Designs Limited, Goldiam Jewellery Limited, Goldiam USA Inc., and associates Goldiam HK
Limited and Eco-Friendly Diamonds LLP.
The consolidated accounts for the year ended 31st March, 2022 were consolidated on the basis of the audited accounts
presented by the subsidiaries, Diagold Designs Limited, Goldiam Jewellery Limited and Limited Review Report presented
by subsidiary, M/s. Goldiam USA, Inc. and Associates / Subsidiary Eco-Friendly Diamonds LLP
The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries
(hereinafter referred as the ‘Group’):
Subsidiaries:
Name of the Company Incorporated in For the Year For the period
ended 31.03.2022 ended 31.03.2021
Basis of preparation
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Goldiam International Limited
The Consolidated Financial statements of the Company for the year ended March 31, 2022 were approved for issue
in accordance with the resolution of the Board of Directors on May 20, 2022.
The consolidated financial statements have been prepared on a going concern basis under the historical cost basis.
This note provides a list of the significant accounting policies adopted in the preparation of these financial
statements. These accounting policies have been consistently applied to all the years presented by the Company
unless otherwise stated.
Business Combinations and Goodwill
Acquisition method
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a
business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of
the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the
equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised
in the Consolidated Statement of Profit and Loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition
date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation
and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying
economic benefits is not probable. However, the following assets and liabilities acquired in a business combination
are measured at the basis indicated below:
a) deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are
recognised and measured in accordance with Ind AS 12 ‘Income Taxes’ and Ind AS 19 “Employee Benefits”
respectively;
b) liabilities or equity instruments related to share based payment arrangements of the acquiree or share –
based payments arrangements of the Group entered into to replace share based payment arrangements of
the acquiree are measured in accordance with Ind AS 102 “Share-based Payments” at the acquisition date;
and
c) assets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 “Non-current
Assets Held for Sale and Discontinued Operations” are measured in accordance with that standard.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. When a business combination is achieved in stages, the Group’s previously
held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group
obtains control) and the resulting gain or loss, if any, is recognised in the Consolidated Statement of Profit and Loss.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of
Ind AS 109 “Financial Instruments”, is measured at fair value with changes in fair value recognised in Consolidated
Statement of Profit and Loss. If the contingent consideration is not within the scope of Ind AS 109, it is measured in
accordance with the appropriate Ind AS. Contingent consideration that is classified as equity is not re-measured at
subsequent reporting dates and subsequent its settlement is accounted for within equity.
Goodwill
Goodwill is measured at cost, being the excess of the aggregate of the consideration transferred, the amount
recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and
liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of
the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in
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Annual Report 2021-22
the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill
is not reversed in subsequent periods. Where goodwill has been allocated to a cash generating unit and part of
the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in
the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these
circumstances is measured based on the relative values of the disposed operation and the portion of the cash-
generating unit retained.
a) Subsidiaries :
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the relevant activities of the entity Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that control
ceases.
The acquisition method of accounting is used to account for business combinations by the Group. The Group
combines the financial statements of the Holding Company and its subsidiaries line by line adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised
gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the
consolidated Balance Sheet separately within equity.Non-controlling interests in the net assets of consolidated
subsidiaries consists of:
i) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is
made; and
(ii) The non-controlling interests share of movements in equity since the date parent subsidiary relationship
came into existence. The profit and other comprehensive income attributable to non-controlling interests of
subsidiaries are shown separately in the Statement of Profit and Loss and Statement of Changes in Equity.
b) Non-controlling Interests (“NCI”)
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share
of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-
controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets.
The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling
interests are measured at fair value or, when applicable, on the basis specified in another Ind AS.
c) Joint ventures :
Investments in joint ventures are accounted for using the equity method, after initially being recognised at cost
in the consolidated balance sheet.
d) Equity Method :
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter
to recognise the Group’s share of the post-acquisition profits or losses of the investee in statement of profit and
loss, and the Group’s share of other comprehensive income of the investee in other comprehensive income.
Dividends received or receivable from associates and joint ventures are recognised as a reduction in the
carrying amount of the investment.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to
the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees
have been changed where necessary to ensure consistency with the policies adopted by the Group.
The carrying amount of equity accounted investments are tested for impairment in accordance with the policy.
e) Current versus non-current classification :
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An
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asset is classified as current when it is:
i) Expected to be realised or intended to sold or consumed in normal operating cycle
ii) Held primarily for the purpose of trading
iii) Expected to be realised within twelve months after the reporting period, or
iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period
All other assets are classified as non-current.
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as appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group. All other repair and maintenance costs are recognised in statement of profit and loss as incurred.
Depreciation on property, plant and equipment is provided on written-down value, computed on the basis of
useful lives (as set out below) prescribed in Schedule II the Act:
Description of Asset Estimated useful life (in years)
Buildings 30
Plant and equipment 15
Office equipment 5
Computers 3
Computers Servers 6
Computer software 5
Furniture and fixtures 10
Vehicles 8
Leasehold improvements have been amortised over the estimated useful life of the assets or the period of
lease, whichever is lower. The residual values, useful lives and method of depreciation are reviewed at each
financial year end and adjusted prospectively, if appropriate.
Tangible Property, Plant and Equipment under construction are disclosed as Capital Work-in-progress. Item
of Capital Working-progress is carried at cost using the principles of valuation of item of property, plant and
equipment till it is ready for use, the manner in which intended by management.
Transition to Ind As :
On transition to Ind AS, the Group has elected to continue with the carrying value of all its property, plant
and equipment recognised as at 1 April 2015 measured as per the provisions of previous GAAP and use that
carrying value as the deemed cost of property, plant and equipment.
De-recognition :
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the statement of profit or loss when the asset is derecognised.
h)
Intangible Assets :
Recognition and initial measurement :
Intangible assets includes trademarks and computer software which were purchased by the Group. All items
of intangible assets are stated at their cost of acquisition. The cost comprises purchase price, and directly
attributable cost of bringing the asset to its working condition for the intended use.
i)
Investment in Property :
Property that is held for long-term rental yields or for capital appreciation or both, rather than for use in the
production or supply of goods or services or for administrative purpose or sale in the ordinary course of business
is classified as investment property. Investment property is measured at its cost, including related transaction
costs. and impairment if any. Fair value of investment property is based on a valuation by an independent
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valuer who holds a recognised and relevant professional qualification and has recent experience in the location
and category of the investment property being valued. The fair value of investment property is disclosed in the
Note 2. Any gain or loss on disposal of an Investment Property is recognised in the Consolidate Statement of
Profit and Loss.
j)
Impairment of non-financial assets
At each reporting date, the Group assesses whether there is any indication based on internal/external factors,
that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of
the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to
which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss.
All assets are subsequently reassessed for indications that an impairment loss previously recognised may no
longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds
its carrying amount.
k)
Financial instruments
Financial assets
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs.
Subsequent measurement
A financial asset is recognised at fair value, in case of Financial assets which are recognised at fair value
through other comprehensive Income (FVOCI), its transaction cost are recognised in the statement of profit and
loss. In other cases, the transaction cost are attributed to the acquisition value of the financial asset.
Financial assets are subsequently classified as measured at :
• amortised cost.
• fair value through profit and loss (FVTPL).
• fair value through other comprehensive income (FVOCI).
Financial assets are not reclassified subsequent to their recognition, except if and in the period the Company
changes its business model for managing financial assets.
Trade Receivables and Loans:
Trade receivables are initially recognised at fair value. Subsequently, these assets are held at amortised cost,
using the effective interest rate (EIR) method net of any expected credit losses. The EIR is the rate that discounts
estimated future cash income through the expected life of financial instrument.
Mutual Funds, Equity investment, bonds and other financial instruments :
Mutual Funds, Equity Investment, bonds and other financial instruments are initially measured at amortised
cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till
derecognition on the basis of (i) the Company’s business model for managing the financial assets and (ii) the
contractual cash flow characteristics of the financial asset.
Measured at amortised cost:
Financial assets that are held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows that are solely payments of principal and interest, are subsequently measured at
amortised cost.
Measured at fair value through other comprehensive income (FVOCI):
Mutual Funds, Equity investment, bonds and other financial instruments in the scope of Ind As 109 are measured
at fair value through profit and loss account( FVOCI).
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Measured at fair value through profit or loss (FVTPL):
A financial asset not classified as either amortised cost or FVOCI, is classified as FVTPL. Such financial assets
are measured at fair value with all changes in fair value.
l) Financial instruments at amortised cost – the financial instrument is measured at the amortised cost if both
the following conditions are met:
The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. All the debt instruments of the Group are measured at amortised cost.
m)
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value and transaction cost that is attributable to the acquisition
of the financial liabilities is also adjusted. These liabilities are classified as amortised cost.
Subsequent measurement
Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest
method. These liabilities include borrowings.
De-recognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
Impairment of financial assets
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and
recognition of impairment loss for financial assets.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the
contract and all the cash flows that the Group expects to receive. When estimating the cash flows, the Group is
required to consider –
i) All contractual terms of the financial assets (including prepayment and extension) over the expected life of
the assets.
ii) Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual
terms.
Trade receivables
The Group applies approach permitted by Ind AS 109, financial instruments, which requires expected lifetime
losses to be recognised from initial recognition of receivables.
Other financial assets
For recognition of impairment loss on other financial assets and risk exposure, the Group determines whether
there has been a significant increase in the credit risk since initial recognition and if credit risk has increased
significantly, impairment loss is provided.
n) Inventories :
i) Raw materials are valued at cost or market value, whichever is lower on First In First Out (FIFO) basis.
ii) Stores and Spares are valued at cost on First In First Out (FIFO) basis.
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iii) Work in progress, manufactured finished goods and traded goods are valued at the lower of cost and net
realisable value. Cost of work in progress and manufactured finished goods comprises direct material,
cost of conversion and other costs incurred in bringing these inventories to their present location and
condition. Trading goods are valued at cost or net realisable value, whichever is lower.
o) Recognition Of Income And Expenditure :
The Company derives revenues primarily from sale of manufactured goods, traded goods and related services.
Effective 01 April 2018, the Company has adopted Indian Accounting Standard 115 (Ind AS 115) -’Revenue from
contracts with customers’ using the cumulative catch-up transition method, applied to contracts that were not
completed as on the transition date i.e. 01st April 2018. Accordingly, the comparative amounts of revenue and
the corresponding contract assets / liabilities have not been retrospectively adjusted.
The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to
revenue recognition.
Revenue is recognized on satisfaction of performance obligation upon transfer of control of products to
customers in an amount that reflects the consideration the Company expects to receive in exchange for those
products.
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
The Company evaluates the arrangement with customers, considering underlying substance and terms and
conditions of the arrangements. Revenue is accounted either on gross or net basis based on the expected
discounts to be offered to customers.
Dividend :
Revenue is recognised when the right to receive is established.
Interest :
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
rate applicable.
p) Income taxes
Tax expense recognised in statement of profit and loss comprises the sum of deferred tax and current tax not
recognised in Other Comprehensive Income (‘OCI’) or directly in equity.
Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the
Indian Income-tax Act. Current income-tax relating to items recognised outside statement of profit and loss is
recognised outside statement of profit and loss (either in OCI or in equity).
Deferred income-tax is calculated using the liability method. Deferred tax liabilities are generally recognised
in full for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable
that the underlying tax loss, unused tax credits or deductible temporary difference will be utilised against
future taxable income. This is assessed based on the Group’s forecast of future operating results, adjusted for
significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.
Deferred tax assets or liability arising during tax holiday period is not recognised to the extent it reverses out
within the tax holiday period. Unrecognised deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date. Deferred tax relating to items recognised outside statement of profit
and loss is recognised outside statement of profit and loss (either in OCI or in equity).
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q) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits with banks/corporations and short
term highly liquid investments that are readily convertible into known amount of cash and are subject to an
insignificant risk of change in value.
r) Post Employment long term and short term benefit :
i) Short-term employee benefits :
All employee benefits payable within twelve months of receiving employee services are classified as
short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia.
ii)
Defined Contribution Plan :
Employee benefits in the form of contribution to Provident Fund managed by Government authorities,
Employees State Insurance Corporation and Labour Welfare Fund are considered as defined contribution
plan and the contributions are charged to the Profit and Loss Account of the year when the contributions
to the respective funds are due.
iii)
Defined Benefit Plan :
Retirement benefit in the form of Gratuity benefit is considered as defined benefit obligation and is provided
for on the basis of an actuarial valuation.
iv)
Gratuity :
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees. The plan provides for payment to vested employees at retirement, death while in employment
or on termination of employment of an amount based on the respective employee’s salary and the tenure of
employment. Vesting occurs upon completion of given years of service. The company makes contribution
to employees group gratuity fund established by Life Insurance Corporation of India. Actuarial gains and
losses arising from changes in actuarial assumptions are recognised in the Profit and Loss account in the
period in which they arise.
s) Operating expenses
Operating expenses are recognised in profit or loss uponutilisation of the service or as incurred.
t)
Borrowing costs
Borrowing costs directly attributable to the acquisitions, construction or production of a qualifying asset are
capitalised during the period of time that is necessary to complete and prepare the asset for its intended use
or sale. Other borrowing costs are expensed in the period in which they are incurred and reported in finance
costs.
u)
Fair value measurement
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either:
i) In the principal market for the asset or liability, or
ii) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must beaccessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
Provisions, contingent assets and contingent liabilities
Provisions are recognised only when there is a present obligation, as a result of past events, and when a reliable
estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each
reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present
values, where the time value of money is material.
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Goldiam International Limited
Contingent liability is disclosed for:
i) Possible obligations which will be confirmed only by future events not wholly within the control of the Group
or
ii) Present obligations arising from past events where it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognized. However, when inflow of economic benefit is probable, related asset is
disclosed.
v) Earnings per share :
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding
during the period. The weighted average number of equity shares outstanding during the period is adjusted
for events including a bonus issue. For the purpose of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.
w) Non-current assets or disposal group held for sale :
Non-current assets, or disposal groups comprising assets and liabilities are classified as held for sale if it is
highly probable that they will be recovered primarily through sale rather than through continuing use. Such
assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less
costs to sell. Losses on initial classification as held for sale and subsequent gains and losses on remeasurement
are recognised in Consolidate Statement of Profit and Loss. Once assets classified as held-for-sale, then
Property, Plant and Equipment, Investment Property and Other Intangible Assets are no longer required to be
depreciated or amortised.
x)
Accounting policy for Lease :
Group as a lessee :
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low value assets. The Company recognises lease liabilities to make lease payments and right-of-
use assets representing the right to use the underlying assets.
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item
are classified as operating leases. Operating lease payments are recognised as an expense in the Statement
of Profit and Loss on a straight-line basis over the lease term unless the payments are structured to increase in
line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.
Group as a lessor:
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
y)
Segment Reporting :
Operating Segment :
The managing committee is considered to be the ‘Chief Operating Decision Maker’ (CODM) as defined in
IND AS 108. The Operating Segment is the level at which discrete financial information is available. The
CODM allocates resources and assess performance at this level. The group has identified the below operating
segments:
a) Jewellery Manufacturing Activity.
b) Investment Activity.
138
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2022
Accumulated depreciation
As at March 31, 2020 - 526.12 454.93 346.84 915.68 140.25 285.35 2,669.17 -
Depreciation charge during the year - 8.26 48.16 15.62 164.62 4.87 91.25 332.79 -
Deduction - 235.53 141.04 170.97 36.11 0.96 584.60 -
As at March 31, 2021 - 298.85 503.09 221.42 909.34 109.02 375.64 2,417.36 -
Depreciation charge during the year - 7.52 104.95 36.90 277.77 9.13 65.11 501.38 -
Deduction - - - - 14.59 - 3.88 18.47 -
As at March 31, 2022 - 306.37 608.04 258.32 1,172.52 118.15 436.87 2,900.27 -
Net carrying amount as at March 31, 2022 - 111.83 1,954.00 114.94 1,452.72 34.12 115.70 3,783.31 1.00
Net carrying amount as at March 31, 2021 - 114.16 2,032.71 87.11 1,504.96 26.99 181.00 3,946.93 13.25
139
Lease liabilities Non Current as of March 31, 2022 98.84 22.80
Lease liabilities Current as of March 31, 2022 14.09 -
Goldiam International Limited
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31ST MARCH, 2022
140
Annual Report 2021-22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31ST MARCH, 2022
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Goldiam International Limited
Particulars No. of Share/ As at March No. of Share/ As at March
Bond Unit 31, 2022 Bond Unit 31, 2021
Investment in Venture Capital Funds
Unquoted
At Fair value through OCI
ASK Real Estate Special Opportunities Fund - II 3603.202 849.72 665 834.63
ASK Real Estate Special Sitiuations Fund - I 173.900 205.75 198.18 202.75
ICICI Prudential Real Estate AIF-I (class A) 93988 105.17 142204 160.15
Kotak Alternate Opportunities ( India ) Fund - - - 2.13
Kshitij Venture Capital Fund 30000 2.17 30000 2.28
Orios Venture Partners Fund - I 289000 1,013.05 300000 373.78
2,195.63 3,954.36
Particulars As at As at
March 31, 2022 March 31, 2021
Unsecured considered good
Advance Income Tax 241.56 141.51
241.56 141.51
NOTE 6 - OTHER FINANCIAL ASSETS (NON CURRENT)
Particulars As at As at
March 31, 2022 March 31, 2021
Unsecured, considered good
Security Deposits 53.64 55.42
53.64 55.42
NOTE 7 - DEFERRED TAX ASSETS
Particulars As at As at
March 31, 2022 March 31, 2021
Deferred tax asset arising on account of
Provision for employee benefits 1.62 2.51
Financial assets at fair value through profit or loss - 6.58
Provision for Doubtful Debts 12.59 12.59
Difference between accounting base and tax base of property, P & E 0.55 -
Difference between accounting base and tax base of property, P & E 17.15 15.02
Total Deferred Tax Assets 31.91 36.70
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Annual Report 2021-22
NOTE 8 - INVENTORIES
Particulars As at As at
March 31, 2022 March 31, 2021
Raw materials 3,406.57 2,491.11
Stock in Process 885.46 625.82
Finished goods 13,370.60 7,580.05
Stock of Consumable Stores & Spare parts (at cost) 25.43 23.65
17,688.06 10,720.63
143
Goldiam International Limited
Particulars No. of As at No. of As at
Share/Bond March Share/Bond March
Unit 31, 2022 Unit 31, 2021
Kotak Floating Rate Fund - Regular Plan - Growth 161049.153 1,956.45 161049.153 1,851.82
Kotak Liquid Fund - Regular Plan - Growth - - 26085.893 1,080.17
TrustMF Banking & PSU Debt Fund - Direct Plan - Growth - - 9999.5000 100.17
Kotak Standard Multicap Fund - Regular Plan - Growth - - 747771.970 333.33
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Annual Report 2021-22
Particulars Outstanding for following periods from due date of payment As at March
31, 20221
Less than 6 months- 1-2 yrs. 2-3 yrs. More than
6 months 1 year 3 yrs.
(i) Undisputed Trade 12,677.67 85.99 96.18 43.75 11.51 12,915.09
receivables-
considered good
(ii) Undisputed Trade - - - - - -
Receivables-
Considered Doubtful
(iii) Disputed Trade - - - - - -
Receivables
considered good
(iv) Disputed Trade - - - - - -
Receivables
considered doubtful
Total 12,677.67 85.99 96.18 43.75 11.51 12,915.09
145
Goldiam International Limited
NOTE 15 - SHARE CAPITAL AND OTHER EQUITY
(c) Details of shareholders holding more than 5% shares in the Company (as per the register of members of the
Company are as under) :-
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 ownerships of
shares.
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Annual Report 2021-22
(d) Details of Promoter holding (as per the register of members of the Company are as under) :
Name of the shareholder As at March 31, 2022 As at March 31, 2021
Nos. of % holding % of Nos. of % holding % of
Shares in the change Shares in the change
class during class during the
the year year
Equity shares Equity shares of ` 2/- per share Equity shares of ` 10/- per share
Other Equity
As at As at
March 31, 2022 March 31, 2021
Capital Redemption Reserve :
(a) As per Balance Sheet 485.79 485.79
Add : Transfer from Equity Share Capital 38.00 -
523.79 485.79
Capital Reserve
(a) As per Balance Sheet 547.91 547.91
547.91 547.91
General reserve
(a) As per Balance Sheet 2,043.42 2,043.42
Less : Utilisation for Buy Back of Equity Shares 2,043.42 -
- 2,043.42
Retained Earning
Balance as per the last financial statements 41,089.31 35,231.68
Profit for the year 12,129.12 7,344.30
Less: Appropriations
Interim Dividend on equity shares 653.85 1,108.75
Final dividend on equity shares 665.25 332.62
Buy Back expenses and Share of Buy Back 47.94 0.13
147
Goldiam International Limited
As at As at
March 31, 2022 March 31, 2021
Utilisation for Buy back 2,516.58 -
Income Tax on Buy Back of Shares 1,053.45 45.17
Closing Balance 48,281.36 41,089.31
Exchange Difference on translating Financial Statement of foreign Operations 457.43 94.16
49,810.49 44,260.59
NOTE 16 - LEASE LIABILITY
(Amounts are in lakhs unless stated otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
Lease Liability 98.84 22.80
Total 98.84 22.80
Maturity period
Type of Loan Rate of Interest Maturity Period
Packing Credit In Foreign Currency 2.71% Sep-22
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Annual Report 2021-22
NOTE 18 - TRADE PAYABLES
Particulars Outstanding for following periods from due date of As at
payment March 31, 2022
Less than 1-2 yrs. 2-3 yrs. More than Total
1 yr. 3 yrs.
(i) MSME 6.41 - - - 6.41
(ii) Others 6,772.98 - - - 6,772.98
(iii) Disputed dues- MSME - - - - -
(iv) Disputed dues- Others - - - - -
Total 6,779.39 - - - 6,779.39
NOTE 19 - OTHER CURRENT FINANCIAL LIABILITIES (Amount are in Lakhs unless state otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
a) Statutory dues payable 40.05 34.59
b) Salaries due to director 973.58 389.61
c) Other liabilities (including Expenses and Others) 999.41 24.40
d) Trade / Security Deposits 0.50 0.50
e) Advance received from clients 15.47 349.53
f) Unclaimed dividend (*) 66.15 69.46
Total 2,095.16 868.09
(*) Investor Education and Protection Fund (‘IEPF’)- as at March 31, 2022, there is no amount due and outstanding to
be transferred to the IEPF by the company. Unclaimed Dividend, if any, shall be transferred to IEPF as and when they
become due.
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Goldiam International Limited
NOTE 20 - SHORT TERM PROVISIONS (Amount are in Lakhs unless state otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
(a) Provision for employee benefits:
(i) Provision for gratuity (net) (Refer Note 25) 53.85 55.86
(ii) Provision for Leave Salary 11.42 9.96
Total 65.27 65.82
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Annual Report 2021-22
Particulars Year ended Year ended
March 31, 2022 March 31, 2021
Net gain on foreign currency transaction and translation 1,676.64 223.60
Miscellaneous Income 90.21 9.88
Consultancy and Labour Charges - 0.15
Discount Received 11.89 1.49
Sale of Scrap 5.15 2.50
Bad Debts Recovered 354.24 -
Total 2,464.56 721.70
151
Goldiam International Limited
equivalent to 15 days service for each completed year of service or part thereof depending on the date of joining. The
benefit vests after five years of continuous service.
Assumptions Gratuity Leave Encashment
Funded Funded Non Funded Non Funded
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Reconciliation of opening and closing balances
of the present value of the defined benefit obligation:
Present Value of obligation as at the beginning of the year 51.40 51.20 9.96 14.65
Current service cost 9.93 11.20 3.97 2.64
Past Service cost 4.46 4.46 - 1.08
Interest cost 3.77 3.80 (2.62) 0.75
Actuarial (gain) / loss (14.71) (14.27) 0.96 0.55
Benefits paid (1.01) (0.52) (1.34) (9.72)
Present Value of obligation as at the end of the year 53.85 55.86 10.93 9.96
Change in Plan Assets
Plan assets at period beginning, at fair value 12.42 11.54 - -
Expected return on plan assets 0.81 0.78 - -
Actuarial (gain) / loss 0.08 (0.08) - -
Contributions 2.50 0.70 1.85 9.72
Benefits paid (2.98) (0.52) (1.85) (9.72)
Plan assets at period end, at fair value - - - -
12.83 12.42 NIL NIL
Fair Value of Plan Assets
Fair Value of plan assets at the beginning of the year 12.42 11.54 - -
Actual return on plan assets 0.89 0.70 - -
Contributions 2.50 0.70 1.85 9.72
Benefits paid (2.98) (0.52) (1.85) (9.72)
Fair Value of plan assets at the end of the year (12.83) (12.42) - -
Excess of Actual over estimated return NIL NIL NIL NIL
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Annual Report 2021-22
NOTE 27 - FINANCE COSTS
Deferred tax
Decrease/(increase) in deferred tax assets (156.29) (423.59)
Total deferred tax expense/(benefit) (156.29) (423.59)
153
Goldiam International Limited
NOTE 30 - RELATED PARTY DISCLOSURE
In accordance with the requirement of Indian Accounting Standard (Ind AS) 24 “Related Party Disclosures” name of the
related party, related parties relationships, transactions and outstanding balances including commitments where common
control exist and with whom transactions have taken place during the reported period are as follows:
a) Related parties and relationship where control exists or with whom transactions were entered into :
1) HOLDING COMPANY :
Goldiam International Limited
2) SUBSIDIARIES
Goldiam Jewellery Limited
Goldiam USA Inc
Diagold Designs Limited
Eco-Friendly Diamonds LLP (December 02, 2020)
3) ASSOCIATES :
Sunshine Exports HK Limited (formerly known as Goldiam HK Limited) (upto 30th March 2021)
4) Other Entities in which KMP has significant influence
M.R.Bhansali & Co.
Eco-Friendly Diamonds LLP ( upto 01st December, 2020)
5) KEY MANAGERIAL PERSONNEL OF HOLDING COMPANY :
Mr. Rashesh M. Bhansali
Mr. Anmol Bhansali
6) KEY MANAGERIAL PERSONNEL OF SUBSIDIARIES :
Mrs. Ami R. Bhansali
Mr. Milan Mehta
Mr. Nirav Mehta
Mr. Kunal Vora
7) RELATIVE OF KEY MANAGERIAL PERSONNEL :
Mrs. Tulsi Gupta
Mrs. Nehal Vora
Mr. Nehal Mehta
Mrs. Shobhana Manhar Bhansali
Details of transactions between the Company and its related parties are disclosed below:
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Annual Report 2021-22
(Amounts are in lakhs unless stated otherwise)
Sr. Particulars Associates Key Managerial Other entities Relative of Key
No. Personnel in which KMP Management
has significant Personnel
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
3 Rent received :
Eco-Friendly Diamonds LLP - - - - - 1.20 - -
M.R. Bhansali & Co. - - - - 0.72 0.80 - -
4 Professional Charges :
Mrs. Nehal Vora - - - - - - - 112.54
5 Grading Charges Paid :
Eco-Friendly Diamonds LLP - - - - - 15.73 - -
6 Disposal / sale of shares of
Joint venture / Associates :
Sunshine Exports HK - - - 1.10 - - - -
Limited (formerly known
as Goldiam HK Limited)
Goldiam HK Limited
7 Payments to & provision for
Directors' remuneration:
Rashesh M. Bhansali - - 737.82 454.81 - - - -
Anmol R. Bhansali - - 393.60 228.40 - - - -
Ami R. Bhansali - - 344.22 226.41 - - - -
Kunal Vora - - 96.00 84.00 - - - -
Mrs. Tulsi Gupta - - 28.89 16.35 - - - -
Eco-Friendly Diamonds LLP became the subsidiary w.e.f. 2nd December, 2020, therefore transactions for the period
starting from 1st April, 2020 to 1st December, 2020 are reflected under other entities in which Key Managerial Personnel
has significant influence.
(Amounts are in lakhs unless stated otherwise)
Sr. Particulars Associates Key Managerial
Other entities Relative of Key
No. Personnel in which KMP Management
has significant Personnel
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
1 Outstanding loan received :
Shobhana Manhar Bhansali - 140.50 - - - - - -
2 Outstanding Receivables :
Sunshine Exports HK Limited 2.01 2.32 - - - - - -
(formerly known as Goldiam
HK Limited)
Eco-Friendly Diamonds LLP - - - - - - - -
3 Outstanding Payables :
Eco-Friendly Diamonds LLP - - - - - - - -
Rashesh M. Bhansali - - 454.10 143.63 - - - -
Anmol R. Bhansali - - 280.26 157.66 - - - -
Ami R. Bhansali - - 230.88 81.93 - - - -
Kunal Vora - - 6.42 6.39 - - - -
Mrs. Tulsi Gupta - - 1.93 1.28 - - - -
Mrs. Nehal Vora - - - - - - - 56.41
155
Goldiam International Limited
NOTE 31 - FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value - recurring fair value measurements
156
Annual Report 2021-22
NOTE 33 - EARNING PER SHARE
Particulars As at As at
March 31, 2022 March 31, 2021
Net profits attributable to the equity holders of the company used in calculating 10,595.82 6,706.86
basic earnings per share
Share of Profit/(Loss) of Associates and Joint Venture profit before Tax - 3.80
Net profits attributable to the equity holders of the company used in calculating 10,595.82 6,710.66
diluted earnings per share
Weighted average number of equity shares used as the denominator in calculating 110291601 22174923 (*)
basic earning per share
Weighted average number of equity shares used as the denominator in calculating 110291601 22174923 (*)
diluted earning per share
(a) Basic earnings per share
From continuing operations attributable to the equity holder of the company 9.61 6.05
(b) Diluted earnings per share
From continuing operations attributable to the equity holders of the company 9.61 6.05
Note- (*) Sub division of Equity Shares has been done on March 29, 2022 from face value of ` 10 to `2
Segment Information :
157
Goldiam International Limited
NOTE 35 - FINANCIAL RISK MANAGEMENT:
II)
Risk management
The Company’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk
which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements:
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, trade Aging analysis Bank deposits, diversification
receivables, derivative financial of asset base, credit limits
instruments, financial assets and collateral.
measured at amortised cost
Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed
forecasts Credit lines and borrowing
facilities
Market risk - foreign Recognised financial assets and Cash flow forecasting Forward contracts
exchange liabilities not denominated in sensitivity analysis
Indian rupee (`)
Market risk - interest rate Borrowings at variable rates Sensitivity analysis Mix of borrowings taken at
fixed and floating rates
Market risk - gold prices Payables linked to gold prices Sensitivity analysis Used as a hedging instrument
for gold inventory
Market risk - security price Investments in equity securities Sensitivity analysis Portfolio diversification
The Company’s risk management is carried out by a central treasury department of the Company under policies approved
by the Board of Directors. The Board of Directors provide written principles for overall risk management, as well as policies
covering specific areas, such as foreign exchange risk, interest rate risk, market risk, credit risk and investment of excess
liquidity.
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Annual Report 2021-22
A)
Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due
to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial
institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding
receivables. The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets
recognised at reporting date.
The Company continuously monitors defaults of customers and other counterparties, identified either individually or
by the Company, and incorporates this information into its credit risk controls. Where available at reasonable cost,
external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company’s
policy is to deal only with creditworthy counterparties.
In respect of trade and other receivables, the Company is not exposed to any significant credit risk exposure to any
single counterparty or any company of counterparties having similar characteristics. Trade receivables consist of a
large number of customers in various geographical areas. The Company has very limited history of customer default,
and considers the credit quality of trade receivables that are not past due or impaired to be good.
The credit risk for cash and cash equivalents, mutual funds, bank deposits, loans and derivative financial instruments
is considered negligible, since the counterparties are reputable organisations with high quality external credit ratings.
Company provides for expected credit losses on financial assets by assessing individual financial instruments for
expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose,
there is no trend that the company can draws to apply consistently to entire population. For such financial assets, the
Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime
expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based
impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are
disclosed under each sub-category of such financial assets.
Detail of trade receivables that are past due is given below:
(Amounts are in Lakhs unless stated otherwise)
Particulars As at As at
March 31, 2022 March 31, 2021
Not due 14,847.78 11,602.94
0-30 days past due 1,107.98 1,173.44
31-60 days past due 1,196.24 6.53
61-90 days past due 717.78 7.67
More than 2.82 124.52
Total 17,872.61 12,915.09
B)
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature
of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity
operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.
Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
Particulars As at As at
March 31, 2022 March 31, 2021
Expiring within one year (bank overdraft and other facilities) 265.27 2,240.91
Total 265.27 2,240.91
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Goldiam International Limited
Contractual maturities of financial liabilities
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual
maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
As at March 31, 2022 Payable on Less than 1 Less than Less than More than 3 Total
demand year 1-2 year 2-3 year year
Non-derivatives
Borrowings - 265.27 - - - 265.27
Trade payable - 6,779.40 - - - 6,779.40
Other financial liabilities 66.15 2,029.01 - - 2,095.16
Total 66.15 9,073.68 - - - 9,139.83
As at March 31, 2021
Non-derivatives
Borrowings - 2,240.91 - - - 2,240.91
Trade payable - 9,274.86 1.36 1.75 7.68 9,285.65
Other financial liabilities 69.46 798.62 - - 868.08
Total 69.46 12,314.39 1.36 1.75 7.68 12,394.64
C) Market risk - foreign exchange
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect
to US Dollar. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is
not the Company’s functional currency. The Company, as per its overall strategy, uses forward contracts to mitigate
its risks associated with fluctuations in foreign currency, and such contracts are not designated as hedges under Ind
AS 109. The Company does not use forward contracts and swaps for speculative purposes.
Sensitivity
The sensitivity to profit or loss from changes in the exchange rates arises mainly from financial instruments
denominated in USD. In case of a reasonably possible change in INR/USD exchange rates of +/- 5% (previous year
+/-3%) at the reporting date, keeping all other variables constant, there would have been an impact on profits of (+)
` 1072.36 lakhs (previous year ` 774.91 lakhs).
i)
Liabilities
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At March 31,
2022, the Company is exposed to changes in market interest rates through bank borrowings at variable interest
rates.
Particulars As at As at
March 31, 2022 March 31, 2021
Variable rate borrowing - 2,240.91
Fixed rate borrowing 265.27 -
Total Borrowings 265.27 2,240.91
Sensitivity
The sensitivity to profit or loss in case of a reasonably possible change in interest rates of +/- 50 basis points
(previous year: +/- 50 basis points), keeping all other variables constant, would have resulted in an impact on
profits by ` 2.66 lakhs (previous year ` 22.41 lakhs).
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Annual Report 2021-22
ii) Assets
The Company’s financial assets are carried at amortised cost and are at fixed rate only. They are, therefore, not
subject to interest rate risk since neither the carrying amount nor the future cash flows will fluctuate because of
a change in market interest rates.
E) Price risk
Exposure from investments in mutual funds:
The Group exposure to price risk arises from investments in mutual funds held by the Company and classified in the
balance sheet as fair value through profit or loss. To manage its price risk arising from investments in mutual funds,
the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the
Company.
Sensitivity
The sensitivity to profit or loss in case of an increase in price of the instrument by 2% keeping all other variables
constant would have resulted in an impact on profits by ` 560.36 lakhs (previous year ` 877.20 lakhs).
Exposure from trade payables:
The Group exposure to price risk also arises from trade payables of the Company that are at unfixed prices, and,
therefore, payment is sensitive to changes in gold prices. The option to fix gold prices are classified in the balance
sheet as fair value through profit or loss. The option to fix gold prices are at unfixed prices to hedge against potential
losses in value of inventory of gold held by the Company.
The Group applies fair value hedge for the gold purchased whose price is to be fixed in future. Therefore, there will
no impact of the fluctuation in the price of the gold on the Company’s profit for the period.
Note 36 - CAPITAL MANAGEMENT:
The Group capital management objectives are:
• to ensure the Company’s ability to continue as a going concern
• to provide an adequate return to shareholders
The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as
presented on the face of balance sheet.
The Management assesses the Group capital requirements in order to maintain an efficient overall financing
structure while avoiding excessive leverage. This takes into account the subordination levels of the Group various
classes of debt. The Group manages the capital structure and makes adjustments to it in the light of changes in the
economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue
new shares, or sell assets to reduce debt.
Note 37 -For Disclosures mandated by Schedule III of Companies Act 2013, by way of additional information, refer
below:
Name of the Entity in the Net Assets i.e. total assets Share in Profit or Share in other Share in total
minus total liabilites Loss after Tax Comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of Amount
consolidated (` in consolidated (` in comprehensive (` in Share in (` in
net assets Lakhs) profit or loss Lakhs) Income Lakhs) compresentive Lakhs)
Income
31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022
1 2 3 4 5 6 7 8 9
Parent Subsidiaries
Indian :
1. Goldiam International Ltd. 41.00% 21,566.29 35.46% 3,729.48 44.78% 721.26 36.69% 4,450.74
2. Goldiam Jewellery Ltd 46.47% 24,440.88 47.27% 4,971.99 55.14% 888.20 48.32% 5,860.20
3. Diagold Designs Ltd 0.50% 261.95 (0.04%) (4.07) - - (0.03%) (4.07)
4.Eco-Friendly Diamonds LLP 4.97% 2,614.58 5.67% 596.64 0.08% 1.28 4.93% 597.93
161
Goldiam International Limited
Name of the Entity in the Net Assets i.e. total assets Share in Profit or Share in other Share in total
minus total liabilites Loss after Tax Comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of Amount
consolidated (` in consolidated (` in comprehensive (` in Share in (` in
net assets Lakhs) profit or loss Lakhs) Income Lakhs) compresentive Lakhs)
Income
31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022 31.03.2022
1 2 3 4 5 6 7 8 9
Foreign :
1. Goldiam USA Inc. 7.06% 3,714.60 11.64% 1,224.31 - - 10.09% 1,224.31
TOTAL 100.00% 52,598.29 100.00% 10,518.37 100.00% 1,610.75 100.00% 12,129.11
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Annual Report 2021-22
Ratio Numerator Denominator Current Previous % Reasons
Period Period Variance for Variance
(g) Trade Payables Net Credit Average 4.12 2.16 90.77% Increase in ratio due to
turnover Purchases Trade increase in Purchases
Payables and reduction in
Creditors level
(h)Net Capital Net Sales Working 1.48 1.02 45.66% Increase was primarily
turnover ratio Capital on account of
Decrease in working
capital
(i) Net Profit Ratio Net Profit Net Sales 0.15 0.17 (6.79%) Refer Note
(j) Return on Capital Earning before Capital 0.28 0.17 67.22% Increase was
Employed interest and Employed on account of
taxes better margins and
other Income
(k) R
eturn on Net Return after Investments 0.20 0.14 44.47% Increase was
investment Tax on account of
better margins and
other Income
Note : In respect of aforesaid mentioned ratios, there is no significant change (25% or more) in FY 2021-22 in
comparison to FY 2020-21.
Particulars Amounts
Cash paid 833.70
TOTAL 833.70
b) working of fair value of acquisition :
Property plant and Machinery 1,557.60
Loans & Advances 81.88
Inventories 325.99
Trade Receivables 122.40
Cash & Bank Balances 510.67
2,598.54
Liabilities :
Short Term Borrowings 140.50
Trade Payables 168.06
Other liabilities 37.76
346.32
Total Net Assets at fair value 2252.22
The total stake acquired is 37% of the total Net Assets 833.32
163
Goldiam International Limited
Particulars Amounts
c) Calculation of Goodwill :
Total Purchase consideration - Refer (a) above 833.70
Less : : Net assets acquired - Refer (b) above 833.32
Goodwill arising on acquisition 0.38
Particulars As at As at
March 31, 2022 March 31, 2021
Performance guarantee in favuor of Deputy. Commissioner Customs 3,168.11 3,168.11
Property Tax (Note-a) 292.21 319.82
Income Tax :
A.Y. 2010-11 42.39 42.39
A.Y. 2013-14 112.94 112.94
Note (a) The Municipal Corporation of Greater Mumbai has preferred an appeal in the High Court of Judicature at
Bombay against the order of Small Causes Court rejecting the claim of Municipal Corporation of Greater
Mumbai. The Property tax not provided which was outstanding as per Municipal Corporation of Greater Mumbai
as on 31st March, 2010 ` 292.21 lakhs (Previous year `319.82 lakhs) as per the capital value determined by
the office of Assistant Assessor and Collector of Brihan Mumbai Mahanagarpalika.
42 Estimated amount of contracts remaining to be executed on Capital Account and not provided for is ` NIL lakhs
(Previous year ` Nil Lakhs)
43 During the year under review, the Company has acquired additional 37%of partners’ capital in Eco-Friendly Diamonds
LLP (“ECO”) for a consideration of ` 833.70 lakhs (Rupees Eight crore thirty three lakh sixty nine thousand five
hundred ten only) on June 1, 2021. An aggregate holding of the Company in Eco-Friendly Diamonds LLP is 88% of
partners’ capital., Excess amount paid for acquistion of Assets and Liabilities has been transferred to Goodwill on
consolidation.
44
Other statutory information
(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against
the Company for any Benami property.
(ii) The Group does not have any transaction with companies struck off.
(iii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period,
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Annual Report 2021-22
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Group has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(vi) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries ) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vii) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(viii) The Group does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
45 All assets and liabilities have been classified as current or non-current as per the Company’s normal operating
cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and
the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the
Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of
assets and liabilities.
46 The previous year’s figures have been regrouped and rearranged wherever necessary to make in compliance with
the current financial year.
The accompanying notes are an integral part of these consolidated financial statements.
As per our attached report of even date. For and on behalf of the Board of Goldiam International Ltd.
For J.D. Zatakia & Co. Anmol R. Bhansali Rashesh M. Bhansali
Chartered Accountants Director Executive Chairman
ICAI Firm Registration No. 111777W (DIN-07931599) (DIN No. 00057931)
J. D. Zatakia
Proprietor Pankaj Parkhiya Darshana Faldu
Mem No. : 17669 Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : May 20, 2022 Date : May 20, 2022
165
Goldiam International Limited
STATEMENT CONTAINING SALIENT FEATURES OF THE CONSOLIDATED FINANCIAL STATEMENT OF
SUBSIDIARIES /JOINT VENTURE AS AT 31ST MARCH 2022
Form AOC - I
PART “A”: Subsidiaries
1 SI.No. 1 2 3 4
2 Name of the subsidiary Goldiam Diagold Eco-Friendly Goldiam USA, Inc.
Jewellery Designs Diamonds
Limited Limited LLP
` in Lakhs ` in Lakhs ` in Lakhs $ in Lakhs
3 Reporting Currency INR INR INR INR USD
4 Share Capital 100.00 246.00 2,971.12 0.00 0.00
5 Reserves & surplus 24,440.88 267.72 - 5,147.27 67.91
6 Total Assets 30,332.79 519.53 3,303.49 22,883.80 301.93
7 Total Liabilities 5,791.91 5.81 332.37 17,736.53 234.01
8 Investments 5,943.21 - - - -
9 Turnover/Total Income 35,051.15 - 3,893.33 49,637.71 654.92
10 Profit Before Taxation 7,921.03 (4.87) 1,039.54 2,379.43 31.39
11 Provision for Taxation 2,065.40 3.11 362.82 483.55 6.38
12 Exceptional Items - - - - -
13 Profit After Taxation 5,855.63 (7.97) 676.72 1,895.87 25.01
14 Proposed Dividend - - - -
15 % of shareholding 100.00 50.99 51.00 100.00 -
Country India India India USA USA
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Annual Report 2021-22
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