tara jewels ltd Directors report

To

The Members, Tara Jewels Limited

Your Directors take pleasure in presenting their 17th Annual Report on the business and operations of the Company together with audited financial statements for the year ended March 31, 2018.

FINANCIAL RESULTS

				in Crores
Particulars	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Total Income	442.35	1197.00	845.17	1557.85
Total Expenditure	557.93	1210.96	957.79	1562.33
Profit/(Loss) Before Tax	(713.68)	(13.96)	(710.72)	(4.48)
Less: Tax	9.10	(2.14)	10.18	0.14
Net Profit /(Loss) For Year	(722.76)	(11.82)	(720.90)	(4.62)
Earnings Per Share (EPS)	(293.54)	(4.80)	(292.78)	(1.88)

PERFORMANCE REVIEW

Standalone:

During the year under review, the Company earned a total revenue of Rs.442.35 crores against Rs.1197 crores in the Previous Year. The net loss after Tax suffered by the Company for the year under review was Rs.722.76 crores against the –Net Loss after Tax of Rs.11.82 crores achieved by the Company in the previous Financial Year.

Consolidated:

During the year under review, the Company earned a total revenue of Rs.845.17 crores against Rs.1557.85 crores in the Previous Year. The net loss after Tax suffered by the Company for the year under review was Rs.720.90 crores against the Net Loss After Tax of Rs.4.62 crores achieved by the Company in the previous Financial Year.

MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section as part of this annual report.

DIVIDEND & RESERVES

In view of the loss incurred by the Company, the Directors do not recommend dividend on the Equity Share Capital of the Company for the Financial Year ended March 31, 2018. No amount has been transferred to reserve during the financial year under review.

SHARE CAPITAL

The paid up share capital of the Company as on March 31, 2018 stood at Rs.246,228,500/-. During the year under review the Company has not issued any shares nor has granted any stock option or sweat equity. None of the directors of the company hold instruments convertible into equity shares of the company.

EMPLOYEES STOCK OPTION SCHEME

Particulars of Employee Stock Options are given in "Annexure A" to this report.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION

The Subsidiaries and Step down Subsidiaries of the Company as on March 31, 2018 are as follows:

Subsidiary Companies:

Tara (Hong Kong) Limited Tara Jewels Holdings Inc

Step Down Subsidiaries:

Tara China Jewelry Limited- Subsidiary of Tara (Hong Kong) Limited Fabrikant Tara International, LLC- Subsidiary of Tara Jewels Holdings Inc

In accordance with Section 129 (3) of the Companies Act, 2013 and Indian Accounting Standards, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Statement in form AOC-1(Annexure B) containing salient features of the financial statements of Companys Subsidiaries is attached to this report.

DIRECTORS

a. The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Board consists of 5 members, 2 of whom are Executive or Whole-time Directors, and 2 are Independent Directors and 1 is a Nominee Director as on 31st March, 2018. The Board periodically evaluates the need for change in its composition and size.

Changes in the Constitution of the Board taken place during the year 2017-18 and upto the date of this Report are mentioned hereunder.

CHANGES IN CONSTITUTION OF BOARD

The following changes have taken place in the Board of Directors/Key Managerial Personnel of the Company during the year 2017-18 and upto the date of this Report:

Name	Designation	Appointment	Resignation	Date Of Appointment/ Resignation
1 Mr. Rakesh Kalra	Director	-	YES	May 29, 2017
2 Mr. Stuart Marcus	Director	-	YES	May 29, 2017
3 Mr. Jeffrey Shlakman	Director	-	YES	May 29, 2017
4 Mr. Vishnu Prakash Garg	Chief Financial Officer	-	YES	May 29, 2017
5 Mr. Sanjay Sethi	Chief Financial Officer	YES	-	June 20, 2017
6 Mr. Nikkhil Vaidya	Director	-	YES	August 4, 2017
7. Mr. Shanti Saroop Khindra	Director	-	YES	August 10, 2017
8 Mr. Vishnu Prakash Garg	Executive Director	-	YES	August 10, 2017
9 Mr. Ravindran M.P	Executive Director	-	YES	August 10, 2017
10 Mr. Sanjay Sethi	Executive Director	YES	-	August 10. 2017
11 Ms. Priyanka Agarwal	Independent Director	YES	-	November 29, 2017
12 Mr. Rajiv Jain	Director	-	YES	February 23, 2018
13 Mr. Sanjay Sethi	Executive Director	-	YES	May 1, 2018
14 Mr. Sanjay Sethi	Chief Financial Officer	-	YES	May 1, 2018
15 Ms. Priyanka Agarwal	Independent Director	-	YES	May 30, 2018
16 Ms. Disha Tulsiani	Chief Financial Officer	YES	-	May 29, 2018
17 Ms. Disha Tulsiani	Executive Director	YES	-	May 29, 2018

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Board/ Committee Meetings:

During the year under review, four meetings of the Board took place. Details of Board Meetings and Committee Meetings have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two Board Meetings was within the period prescribed by the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

c. Familiarization Programme with Independent Directors:

Pursuant to provisions of SEBI (Listing and Disclosures Requirements) Regulations, 2015, during the year under review the Company prepared and pursued the Familiarization Programme for Independent Directors as hosted on Companys website at www.tarajewels.in (Weblink: www.tarajewels.in/investorrelations/corporategovernance/policies)

d. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors and Senior Managerial Personnel. The performance of the Committees and effectiveness of Committee Meetings was evaluated by the Board after taking into consideration the inputs provided by the Committee Members.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of Nomination and Remuneration Policy laid down by the said committee and approved by the Board.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated taking into account the views of Executive Directors and Non-Executive Directors. The same was considered by the Board of Directors at its meeting.

e. Policy for Selection, Appointment and Remuneration of Directors/Key Managerial Personnel/Senior Management Personnel including Criteria for their performance evaluation:

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which interalia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors/Key Managerial Personnel/Senior Management Personnel, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is attached as Annexure "C" to the Boards Report and also uploaded on the Companys website www.tarajewels.in and details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

AUDIT COMMITTEE

The Details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, forming a part of this report.

During the year 2017-18, there were no instances, where the Board of Directors did not accept the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism/Whistle Blower Policy and oversees through the Audit Committee for expressing genuine concerns by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any complainant to have direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy of the Company is placed on Companys website i.e.www.tarajewels.in.

(Weblink: www.tarajewels.in/investorrelations/corporategovernance/policies)

AUDITORS

a. Statutory Auditors

M/s GMJ & Co (Firm Registration No. 103429W) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of AGM held on September 28, 2017 till the conclusion of the twenty-first AGM to be held in the year 2022.

Boards Explanation to the remarks of Auditors:

1. As regards Statutory Auditors remark for not depositing undisputed statutory dues with prescribed authorities within prescribed time, the Board is making its best efforts to be regular in depositing undisputed statutory dues.

2. As regards deficit of 1 Independent Director on the Board, best efforts are being made to identify a suitable candidate for appointing Independent Director.

3. The notes to the accounts and other observations referred to by the auditors in their report are self explanatory and do not call for any further explanation/clarification by the Board.

b. Secretarial Auditor

M/s K.C Nevatia, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit report for Financial year 2017-18 forms part of Annual Report as Annexure D to the Boards Report.

Qualification in Secretarial Audit Report:

1. The Company is not regular in depositing statutory dues i.e. Provident funds, ESI, Profession Tax with concerned authority.

2. There is a shortfall of One Independent Director in the composition of Board and consequently the composition of the Audit Committee, Stake holders Relationship Committee and Nomination and Remuneration Committee have not been constituted in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Boards Explanation:

1. The Board is making efforts to be regular in depositing the statutory dues.

2. The Board is making its best effort to identify a suitable candidate for appointing Independent Director.

c. Cost Auditor

Cost Auditor is not required to be appointed by the Company since it is located in a SEZ Zone, as per the circular issued by the Ministry in this regard.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has strong internal control framework which includes level controls, whistle blower policy, rigorous management reviews and MIS and strong internal audit mechanism. There are robust financial control processes with appropriate checks and balances, defined policies and procedures to ensure reasonable assurance with regard to financial information. Process controls deployed ensure adherence to policies and procedures, efficiency in operations and reduce risk of frauds.

The rigorous internal controls, management oversees results, thorough review of internal audit reports by the Audit Committee and implementation of action plans makes the internal financial controls strong in the Company.

RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee constituting directors and non-director members. The Board based on the recommendations of the Risk Management Committee has also adopted "Risk Management Policy" of the Company which is hosted on Companys website at www.tarajewels.in.

The Committee through its Risk Council shall assess critical and non-critical risks, viz., Strategic, Operational, Financial, Regulatory compliance and risk management plan would be prepared for identifying and mitigating risks in each identified area. Your Company continues to attach a high degree of importance to this area and shall ensure that necessary Risk Mitigation Process is in place for each identified risk area at all times.

RELATED PARTY TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arms length basis; and the details of material related party transactions or arrangements have been furnished in Form AOC-2(Annexure E) is attached to this report.

All the Related Party Transactions entered during the year under review are set out under notes to accounts to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at Weblink: www.tarajewels.in/investorrelations/corporategovernance/policies

None of the Directors has any pecuniary relationships or transactions vis--vis the Company except by way of remuneration paid to the Whole - time Director and sitting fees paid to other Non-Executive Directors. The Managing Director has not drawn any remuneration from the Company during the financial year under review.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 17th Annual General Meeting during the business hours on working days.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy.

A Board level committee has been constituted consisting of the following members as on date of this report:

Name	Designation
Mr. Rajeev Sheth	Chairman and Member
Ms. Fern Mallis	Member
Ms. Disha Tulsiani *	Member

* Ms. Disha Tulsiani was appointed as an Executive Director and as a Member of Committee w.e.f May 29, 2018.

Mr. Sanjay Sethi was appointed as an Executive Director and as a Member of the Committee w.e.f August 10, 2017 and resigned from the Board and consequently as a member of Committee w.e.f May 1, 2018,

Initiative Taken:

The Company has not made any expenditure on CSR activities during the financial year under review as the Company is still exploring the appropriate project in which the CSR expenses can be made so as to provide the maximum benefit to the society at large.The Company intends to contribute the money for CSR activities as soon as the appropriate area is identified.

DEPOSITS

During the year 2017-18, the Company did not accept any deposit from public.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as "Annexure F".

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisionsof the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls, to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

As per SEBI (Listing and Disclosures Requirements) Regulations, 2015 a separate section on Corporate Governance practices followed by the Company is provided in the Corporate Governance section of the Annual Report. The certificate from practising Company Secretary on compliance with the condition of corporate governance of Listing Regulation is given in Annexure G of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) CONSERVATION OF ENERGY:-

The Company is very much conscious of conservation of energy and all measures are being taken to minimize the consumption of energy wherever possible.

(b) TECHNOLOGY ABSORPOTION:-

The Company has not acquired any technology during the Financial Year under review. The efforts for research and development is an ongoing process throughout the year.

(c) FOREIGN EXCHANGE EARNING & OUTGO:-

Forms part of Notes to Accounts of Financial Statement.

MATERIAL CHANGES AND COMMITMENT IF ANY EFFECTING THE FINANCIAL POSITION OF COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT

There are no changes in nature of business and also revision in the Boards Report during the year.

HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programmes are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in house training programmes to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has a policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Harassment, Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding Sexual Harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-2018 no complaints were received regarding sexual harassment

APPRECIATION

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees at all levels for the dedicated efforts and contribution in playing a very significant part in the Companys operations.

For and on behalf of the Board of Directors

Sd/-

RAJEEV SHETH

Chairman and Managing Director (DIN: 00266460)

Place : Mumbai

Date : May 29, 2018