DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of your Company for the year ended March 31, 2015. COMPANY'S PERFORMANCE During the year under review, standalone sales and other income stood at Rs. 720983.03 lakhs. After meeting all expenditures, Company made a net profit of Rs. 1886.41 lakhs on standalone basis. Further during the year under review, consolidated sales and other income stood at Rs. 1157959.01 lakhs. After meeting all expenditures, Company made a net profit of Rs. 8958.16 lakhs on consolidated basis. BUSINESS REVIEW Gitanjali Gems Ltd. (GGL) "GGL" was incorporated in 1986 and was primarily engaged in the traditional diamond cutting and polishing business. It also enjoys sight holder status with the Diamond Trading Company. Currently GGL is engaged in sourcing rough diamonds, cutting and polishing diamonds and manufacturing jewellery. The jewellery manufactured is primarily to service the group's international operations. The diamond cutting and polishing process is labour-intensive and requires a special skill set. The manufacturing facilities are strategically located in Mumbai, Surat and Hyderabad where the diamond industry thrives. Rough diamonds which are procured are sorted or graded on the basis of colour, shape, clarity, cut and weight. In order to ensure optimum yield of polished stones from the rough diamonds, the cutting process is carefully planned. The key steps in the process are Marking, Cleaving, Sawing, Cutting and Polishing. The final stages of the diamond manufacturing process consist of checking for damage, cleaning and the final sorting before marketing to the customer. Over the years, GGL has incorporated and acquired many companies to integrate vertically through the jewellery value chain and to graduate from diamond and jewellery manufacturing to jewellery branding and retailing. Gitanjali Gems is the strong leg in the entire supply chain and is the strategic arm of the group which ensures a consistent supply of cut and polished diamonds to the branded jewellery manufacturing segment of the business thereby fuelling the company's growth in the branding and retailing space. Spearheaded by a veteran like Mr. Mehul Choksi, who has been a visionary, the company has, over the years, expanded via strategic organic and inorganic endeavors and grown to become one of the largest integrated jewellery players in the world. Gitanjali Group Gitanjali Group is one of the largest integrated branded jewellery manufacturer-retailer with an annual turnover of around USD 2 billion. The Group's activities are spread across the entire value chain from rough diamond sourcing, cutting, polishing and distribution, to jewellery manufacturing, branding and retailing in India and abroad. Gitanjali Gems Limited, the flagship Company is the listed entity of the group and it is the ultimate holding company of all the other entities which are engaged in branding and retailing jewellery and lifestyle products. Diamond and Jewellery Manufacturing Gitanjali is a vertically integrated player in the jewellery space. Diamond sourcing and jewellery manufacturing form the first leg of the jewellery value chain for Gitanjali. For over five decades now, Gitanjali has been sourcing rough diamonds and cutting and polishing them at its state of the art manufacturing facilities. This is the traditional business of the group and it is supported by strong backend of the supply chain which fuels the group's jewellery manufacturing, branding and retailing endeavours. The group houses a team of top notch designers who provide key inputs for manufacturing jewellery in sync with the latest trends prevalent in the market. The group's designing strengths is considered as its key asset. The group has been consolidating its manufacturing facilities across the globe for optimal production. Manufacturing facilities are strategically located in India and Thailand. The group's facility in Thailand is one of the largest in Thailand and manufactures modern jewellery collections. Presence in manufacturing allows the group flexibility in adapting to changing consumer trends and also provides a certain level of immunization against price risks. Gitanjali is looking to further strengthen its manufacturing capabilities to enable it to constantly innovate and address evolving tastes and preferences of cousumer. India Jewellery Branding and Retailing The Group has been pioneer in the jewellery retail revolution in India. It owns and distributes some of the major jewellery brands in the country including Gili, Nakshatra, Asmi, D'Damas, Sangini, Nizam and Parineeta to name a few. Gitanjali's vast array of brands was developed primarily to cater to diverse age groups, occasions, price points and geographies. The group has leveraged upon this inherent brand strength by extending its brands to include lifestyle categories such as apparels under the Gili and Diya brands which have been reasonably successful ventures. Gitanjali has been an innovator and has been continuously evolving to cater to the changing consumer tastes and preferences. Gitanjali is known for its product, design and channel innovations. In line with this pioneering and innovative culture, Gitanjali has created a range of "affordable jewellery" to resonate with the younger consumers , thereby widening its reach. This range has also been developed to complement the group's growth via the Brick (SIS) and Click (E-Com) Model. The Group has a very strong retail presence, having explored multiple retail formats over the years and currently it enjois one of the strongest franchisee, distributors and retail network in the country. Way back in 1994, Gitanjali took the initiative to change the way jewellery was viewed in India, and today its changing the way jewellery is bought in India by exploring innovative selling options such as Online marketplaces, Television selling, Duty free stores at airports, In-flight, Cruise liners, etc. These innovative channels not only support the affordable jewellery segment which is the company's growth engine going forward, but also, in entirety promote the concept and idea of new-age jewellery shopping. International Jewellery Branding and Retailing The Group is present in the top five global diamond jewellery markets - USA, Japan, Middle East, China and India. USA is the world's largest diamond jewellery market. The company is present in the US through its subsidiary Samuels Jewelers Inc - one of the largest specialty jewellery retailer in the US. Samuels is positioned at engagement and wedding rings with price point ofUS$600. The Group acquired this chain in 2006, to strengthen its foothold in the world's biggest diamond jewellery market. Gitanjali achieved synergies due to in-house sourcing and cost optimization. The integrated business model with strong sourcing, low cost manufacturing capabilities and well established retail presence has been contributing to increasing market share and profitability. The US being the largest diamond jewellery market with superior margins, is one of the most ambitious markets for Gitanjali. The next focus market for Gitanjali is UAE. The entire region is transforming from a gold heavy market to a studded jewellery market offering immense potential for Gitanjali's brands. Gitanjali started its Middle East retail operations in 2012. Currently there are 4 stores in Dubai and over 52 points of sale through Shop in shops in local malls across the Middle East. Gitanjali's plethora of Indian and Italian brands finds an immediate connect with the tastes and preferences of the Middle East market. Gitanjali is also present and growing in China and Japan. In China the group is present through Shop-in-shops. China is one of the largest and fastest growing diamond jewellery markets in the world. Gitanjali has so far managed to penetrate in shop-in-shops with its Italian diamond jewellery collections and is looking to expand and position itself as a leading Italian brand in this region and be available through multiple channels in the near future. Japan is the fourth largest diamond jewellery consuming market and provides excellent margins to integrated players. In Japan, the company gained the status of a preferred supplier to the 3rd largest jewellery retail chain -Verite, through a minority stake in the same. The company also acquired a 20% stake in the largest jewellery selling TV channel - Gems TV, (IMACBC) to exploit one of the largest jewellery markets in the world. Large existing proven distribution network in Japan through Gems TV and Verite combined with low cost manufacturing capabilities will enable the next phase of expansion for Gitanjali. The company also caters to the European Region. It has distribution tie ups with a few jewellery chains in Europe. The company acquired the assets of DIT group in Italy in 2011 which led to the ownership of popular brands like Stefan Hafner, IOSI, Porrati and Valente. The Company leveraged its worldwide marketing and distribution strength to increase the footprint of these brands across its network in India, Russia, Italy, USA and Middle East. The rationale is to create a bouquet of international brands across the rest of the world using the strength of the Italian brands and the distribution / fulfillment strength of the Indian parent. The Company also distributes its jewellery internationally in other markets like Hong Kong, Thailand. Belgium and Australia. Its customers primarily include jewellery manufacturers, wholesalers and large retailers. DIVIDEND AND APPROPRIATION In order to conserve the financial resources of the Company your Directors have not recommended any dividend on equity shares. No appropriations to free reserves are proposed to be made for the year under consideration. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report of the financial condition and result of operations of the Company for the year under review as required under clause 49 of the listing agreement with stock exchanges, is given under separate section forming part of this annual report CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. SHARE CAPITAL As on April 1, 2014 the paid up share capital of the Company was Rs. 92,06,54,910/- consisting of 9,20,65,491 equity shares of Rs. 10 each. On June 4, 2014, 60,54,960 equity shares of Rs. 10 each were allotted at a price of Rs. 64.41/- to D.B. Corp Limited (DBCL) pursuant to conversion of fully convertible debenture held by DBCL. Consequent to the conversion, the paid up capital of the Company increased from Rs. 92,06,54,910/- consisting of 9,20,65,491 equity shares of Rs. 10 each to Rs. 98,12,04,510 consisting of 9,81,20,451 equity shares of Rs. 10 each. Further, during the year under review, the Company has allotted 23,547,194 warrants on preferential basis to persons other than promoters. The said warrants carries an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- each at a future date, not exceeding 18 (eighteen) months from the date of issue of such warrants at a price of Rs. 72.39/- which includes a premium of Rs. 62.39/- per share. PUBLIC DEPOSITS During the year under review, Company has not accepted any deposits from public under chapter V of Companies Act, 2013. No deposits which were due remained unpaid or unclaimed as at the end of the year nor there has been any default in repayment of deposits or payment of interest thereon during the year. Further, there are no deposits which are not in compliance with the requirements of Chapter V of Companies Act, 2013. Out of the deposit accepted from the public in the previous year 2013-14, as on date Rs.173.36 lacs are outstanding which will mature in current year and next year. DISCLOSURE PURSUANT TO CLAUSE 5A (I) OF LISTING AGREEMENT Pursuant to insertion of clause 5A (I) in Listing Agreement as per SEBI notification no. SEBI/CFD/DIL/ LA/1/2009/24/04 dated April 24, 2009 the details in respect of the shares lying in the Gitanjali Gems Limited - Unclaimed Shares Demat Suspense Account till March 31, 2015 All the corporate benefits in terms of securities, accruing to on these unclaimed shares shall be credited to such account. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES During the year under review, Jewelsouk Marketplace Limited (formerly known as eGitanjali Limited), erstwhile a wholly owned subsidiary of the Company made a preferential allotment to person other than the Company to augment capital for its expansion. Pursuant to said allotment, Company's stake in eGitanjali Limited came down to 40% and as a result, its status changed from wholly owned subsidiary to an associate company. Further, during the year under review, with a view to rationalize the group structure, holding in some of the subsidiaries e.g. Gitanjali Capital Private Limited, Shubhalavanyaa Jewel Crafts Private Limited, Leading Singapore Jewels Pte Ltd, and Gitanjali Resources BVBA was sold off and they ceased to part of the group structure. The Company through its wholly owned subsidiary Gitanjali Infratech Limited incorporated Vidarbha Multi Products SEZ Limited to set up a Special Economic Zone unit for dealing in multi products. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at http://media.corporate-ir.net/media_files/ IROL/19/196729/Policies_&_Codes/Policy%20for%20 Determining%20Material%20Subsidiary.pdf A statement containing salient features of the financial statement and related information of the subsidiaries in the prescribed format AOC-1 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity. SCHEME OF AMALGAMATION Subsequent to the year under review, at the Meeting of Board of Directors of the Company held on April 21, 2015, the Board has approved the "Scheme of Amalgamation" [Scheme] under Section 391 to 394 of the Companies Act, 1956 and relevant Sections of the Companies Act 2013, to the extent applicable, for amalgamation of Gitanjali Exports Corporation Limited (GECL), a wholly owned subsidiary with the Company, subject to the approval of the Scheme by Stock Exchanges, Shareholders and Creditors of the respective Companies, Hon. Bombay High Court and subject to approval of any other statutory authorities as may be required. Once sanctioned, the Scheme will be effective from the appointed date i.e. April 1, 2014. In terms of circular bearing no. CIR/CFD/DIL/5/2013 dated February 04, 2013 as amended from time to time issued by Securities and Exchange Board of India, the Company is in the process of obtaining an approval of shareholders by way of postal ballot for approving the scheme. Further, Board of Directors of the respective Companies at their respective meeting held on April 21, 2015, approved the "Scheme of Amalgamation" [Scheme] under Section 391 to 394 of the Companies Act, 1956 and relevant Sections of the Companies Act 2013, to the extent applicable, for Merger of Asmi Jewellery India Limited and Spectrum Jewellery Limited with Nakshatra Brands Limited and Merger of Gitanjali Jewellery Retail Limited and Gitanjali Lifestyle Limited with GILI India Limited, subject to the approval of the Scheme by Hon. Bombay High Court and subject to approval of any other statutory authorities as may be required. Once sanctioned, the Scheme will be effective from the appointed date i.e. April 1, 2014. NUMBER OF MEETINGS OF THE BOARD The board met 5 times in financial year 2014-15, the details of which are given in corporate governance report section that forms part of this annual report. The intervening gap between two consecutive board meetings did not exceed 120 days. DECLARATION BY INDEPENDENT DIRECTORS The Company has received declaration from each independent director under section 149(7) of Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and clause 49 of listing Agreement. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board. The Company has put in place a policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of Companies Act, 2013 appended as Annexure 1. The same can also be viewed by visiting following link: http://media.corporate-ir.net/media_files/ IROL/19/196729/Policies_&_Codes/Nomination%20 and%20Remuneration%20of%20Directors,%20Key%20 Managerial%20Personnel%20and%20Senior%20 Management%20Policy.pdf FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at the following link :http://media.corporate-ir.net/media_files/IROL/19/196729/Policies_&_Codes/Familiarisation%20Programme%20for%20Independent%20Directors.pdf DIRECTORS AND KEY MANAGERIAL PERSONNEL On the recommendation of nomination and remuneration committee, the board appointed Ms. Nazura Ajaney independent director with effect from August 13, 2014. The shareholders of the Company in the Annual General Meeting held on September 29, 2014 appointed Ms. Nazura Ajaney as independent director to hold office for a term upto September 30, 2018. Subsequent to year under review, Mr. Swaminathan Sundararajan Mittur resigned from the post of Director of the Company due to pre occupation. The board recorded its appreciation for the contribution made by Mr. Swaminathan Sundararajan Mittur during his tenure as Director. The Board of Directors at its meeting held on August 14, 2015 appointed Mr. Vinod Juneja to act as an Alternate Director to Mr. Nehal Modi during his absence from the country. In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Nehal Modi (DIN 02861450), being Non- Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re appointment for your approval. Further, in view of resignation of Mr. Kapil Khandelwal as Chief Financial Officer of the Company, the board of directors of the Company at its meeting held on May 30, 2014 appointed Mr. Chandrakant Karkare as Chief Financial Officer (in the category of key managerial personnel) of the Company, in terms of Section 203 of the Companies Act, 2013 read with Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014. EVALUATION Clause 49 of listing agreement mandates that board shall monitor and review board evaluation framework. The Companies Act, 2013 states that formal evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Further Schedule IV of Companies Act, 2013 states that the performance evaluation of independent directors shall be done by entire Board of Directors, excluding director being evaluated. The evaluation of all the directors and the board as a whole was conducted based on the criteria adopted by the board. THE JOURNEY OF A PIONEER The evaluations for the Directors and the Board were done through circulation of questionnaires which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; (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 as at March 31, 2015 and of the profit of the company for the said period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; and (e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated Financial Statements are provided in this Annual Report which have been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 None of the transactions with any of related parties were in conflict with the Company's interest. The Company's major related party transactions are generally with its subsidiaries. The related party transactions are entered into based on considerations of various business exigencies such as synergy in operations, Company's long-term strategy for investments, optimization of market share, profitability, liquidity ,capital resources of subsidiaries, etc. During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arms length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2014 are not required to be disclosed as they are not applicable. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at http://media.corporate-ir.net/media_files/ IROL/19/196729/Policies_&_Codes/Related%20 Party%20Transactions%20Policy.pdf CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year under review, the Board of Directors at its meeting held on May 30, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The Company pursuant to the recommendation of the CSR Committee had adopted a detailed policy on Corporate Social Responsibility. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure 2 to this Report. PARTICULARS OF EMPLOYEES The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 3A and the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of this report as Annexure 3B AUDIT COMMITTEE: The Audit Committee of the company consists of the following Directors: Mr. S. Krishnan - Chairman Ms. Nazura Ajaney Mr. Mehul C. Choksi The board accepted all the recommendations made by the audit committee during the year under review. The details of terms of reference, number of audit committee meetings held during the year under review, attendance, etc are separately given in the section of corporate governance. VIGIL MECHANISM In terms of the section 177(9) of companies act, 2013 and rules framed thereunder, the Company has framed a Whistle Blower Policy with vigil mechanism with an objective of encouraging the employees of the Company to raise any concern about Company's operations and working environment, including possible breaches of Company's policies and standards, without fear of adverse managerial action being taken against such employees. It provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of any code of conduct or policy in force. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The reported concerns, if found appropriate, would be fully investigated and acted upon. RISK MANAGEMENT POLICY The Company has adopted a Risk Management Policy duly approved by the Board and also in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 4 to this Director's Report. AUDITORS & AUDITORS REPORT M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, the present Statutory Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment. The company proposes to re-appoint M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as Statutory Auditors of the company from the conclusion of the ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting of the company. The Audit Committee and the Board recommend the appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as Statutory Auditors of the company. The Company has received letter from statutory auditors that their re-appointment, if made, would be within prescribed limits under section 141(3)(g) of companies act, 2013 and they are not disqualified for re-appointment. The auditor in their report on standalone financial statements for the year ended March 31, 2015 have stated emphasis of matter. The response of your directors on the same are as follows: Response to point (a) Since 2013, the Company is passing through difficult financial conditions due to extraneous factors beyond its control viz, unfavourable regulatory changes and adverse forex movement. Due to liquidity challenges, there remained an overdue of principal amount and liquid reserve was not created. However, management is confident of clearing the outstanding dues shortly and also complying with the requirement of reserve creation. Response to point (b) Due to liquidity challenges as mentioned above, there have been occasions during FY 2014-15 where there were few overdrawn position in some accounts. However, from time to time, the Company has been clearing the said overdrawn positions and is making best efforts to regularize the status. Response to point (c) The Company has been regularly honoring all its debt obligations/ statutory dues with some delays. Multiple extraneous factors as stated earlier, have made significant negative impact on the liquidity status of the Company. The Company however is committed to pay all its outstanding undisputed statutory dues and liabilities and will pay the same gradually. With regard to points raised in audit report on consolidated financial statements for the year ended March 31, 2015, on emphasis of matter, the directors comments are covered in reply on emphasis of matter to standalone financial statement for year ended March 31, 2015 SECRETARIAL AUDITORS & THEIR REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manish Ghia & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report has been appended as Annexure 5 to this Report. The Secretarial Audit Report does not contain any qualification. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC. A. CONSERVATION OF ENERGY The operations of your company is not energy intensive. However, the Company makes its best efforts for conservation of energy in its factory and office premises. B. TECHNOLOGY ABSORPTION,ADAPTATIONS & INNOVATION The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. INTERNAL CONTROL AND ITS ADEQUACY The company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT 2013 Gitanjali's quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. The Company is committed to provide a safe & conducive work environment to its employees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of sweat equity shares to employees of the Company under any scheme 3. Issue of shares under Employee Stock Option Scheme 4. The Managing Director of the Company is not in receipt of any commission from the Company nor he received any remuneration or commission from any of the subsidiary of the Company. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. ACKNOWLEDGEMENT We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation, and support. We thank the Governments of various countries where we have operations. We also thank the Government of India, Ministry of Commerce & Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs, Customs & Excise Departments, Income Tax Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL and various bankers, various State Governments and other Government Agencies for their support, and look forward to their continued support in the future. On behalf of the Board of Directors Mehul C. Choksi Chairman and Managing Director Place : Mumbai Date : August 14, 2015 |