Note: The country of incorporation of above subsidiaries is their principle place of business. The subsidiaries are engaged in Diamond and Gold Jewellery trading.
d The Company in earlier year has subscribed to 49,00,000 12% Optionally Convertible Debentures of Rs. 100 each valuing at 429.29 lacs of Gem Gold Mining Private Limited (issuing company) which were due in August, 2021. However, the issuing company has expressed its inability to redeem these debentures and payment of cumulative interest as the net-worth of the issuing company has been completely eroded and has no liquidity. The Company had right to excercise its option for conversion of its debentures and cumulative interest into equity of the issuing company which would have resulted in issuing company becoming subsidiary of the Company and would not have resulted in any cash-inflow. Therefore, the company and issuing company arrived at settlement wherein the issuing company has issued 49,00,000 equity shares of Rs. 1 each against the outstanding OCD’s and payment of Rs. 50.00 lacs against the cumulative interest. Accordingly, the company has relinquished its option rights and charged off amount of OCD of Rs. 429.29 lacs and differential accumulated interest amounting to Rs. 149.50 lacs to Profit and Loss Account. The newly alloted 49,00,000 equity shares of Rs. 1 each under settlement of OCD’s have been fair valued at Rs. NIL.
(a) Contrary to Ind AS 21 , Loan given to Subsidiary denominated in foreign currency amounting to Rs. 1249.95 lakhs have not been restated based on exchange rate as at the end of the year, as it is deemed prudent not to take cognizance of unrealised exchange difference on notional basis due to uncertainties with regard to expected time frame for realisation. The company shall account for the actual exchange difference at the time of realization. Consequently, the Loan is understated Rs.367.58 lakhs (Previous Year Rs. 336.77 lakhs) as at the year end.
(b) The Loan to subsidiary is in the nature of long term investment and was given for set up of business of the subsidiary and is part of net investment in the subsidiary,. Though due to certain unfavourable conditions in the past and slow down of business activity, the working of subsidiary is kept in abeyance. As and when the conditions turn favourable, the management is hopeful that they will be able to revive the business of the subsidiary and shall be able to recover the loan (including accrued interest) in near future. The company during the year has provided for expected credited loss of Rs. 64.78 lacs (Previous Year Rs. 63.57 lacs) against the accrued interest on the loan to subsidiary. The time frame of recovery of loan cannot be estimated and therefore amount of expected credit loss required to be recognised cannot be ascertained.
1. The management has not created deferred tax assets on unabsorbed depreciation and carried forward of losses due to lack of reasonable certainty that sufficient future taxable income will be there against which deferred tax assets will be set off.
2. Net deferred tax (credit) for the year of Rs. 0.34 lakhs (Previous year Rs. 0.19 lakhs) has been recognised in the Statement of Profit and Loss for the year.
a. There have been defaults on payment obligations by the trade receivables on due date and recoveries from these trade
receivables are not significant, due to certain unfavourable developments in earlier years and economic slowdown especially in diamond sector. No confirmation have been received by these trade receivables. The Company is taking all possible efforts to recover old trade receivables and had initiated legal action wherever considered necessary. However, looking at the past record regarding recovery from Trade receivables, the management is of the opinion that looking to the uncertainty regarding time frame and quantum of realisation from these trade receivables, amount of expected credit loss required to be recognised cannot be estimated and therefore no provision for expected credit loss is required to be made against these trade receivables.
b. Contrary to Ind AS 21, trade receivables denominated in foreign currency amounting to Rs. 69,703.18 lakhs have not been restated based on exchange rate as at the end of the year. These trade receivables have been carried forward based on exchange rate as at the end of March 31, 2015 and/ or March 31, 2016, as it is deemed prudent not to take cognizance of unrealised exchange difference on notional basis due to uncertainties with regard to expected time frame for realisation of trade receivables. The company shall account for the actual exchange difference at the time of realization of these trade receivables. Consequently, the trade receivables are understated Rs. 21443.82 lakhs as at the year end.
b. The company and its managing director have also received enquiry and summon notices from Enforcement Directorate in respect of non- recovery of dues from overseas trade receivables against which the company has submitted its reply and managing directors have attended the personal hearing proceedings. The company has also received show cause notice from Reserve Bank of India (RBI) for non-realisation of export bills within the period prescribed under the Foreign Exchange Management Act, 1999, to which the company has replied. The Company has also received show cause notice from Office of the Development Commissioner, Surat SEZ regarding certain non-compliances and non- realisation of export proceeds, to which company has replied suitably.
c Rights, preferences and restrictions attached to shares:
(i) The company has one class of equity shares having a par value of Rs.1 per share. Each shareholder is eligible for one vote per share held In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(ii) Subsequent to dispute between promoters during the year under review, hon’ble Company Law Board (CLB) has directed that 4,09,76,250 equity shares of Goenka Diamond & Jewels Limited shall not carry any voting rights, pending the disposal of company petition before CLB.
(iii) During the earlier year PNB has sold 409.76 lakhs equity shares of promoters pledged with consortium against the borrowing limits. The sale proceed of these shares have not been adjusted by the PNB against the outstanding dues and therefore no adjustment for the same has been made in the books of account.
a. Retained earnings
Retained earnings are the profits of the company earned till date after all distribution made to shareholders.
b. Securities Premium
This reserve is created by excess of amount received over face value of shares. This reserve will be utlilised as per the provision of Companies Act, 2013.
c. General Reserve
This reserve is created by transferring amount from retained earning. This reserve is freely available for distribution.
1.: Loan facilities recalled by banks include Rs.17,730.38 lakhs ( Previous year Rs. 17,710.38 lakhs) being outstanding loan and loan assigned to ARC, credit balance and interest due to banks for which neither bank statement nor confirmations of balance were received.
3. The Union Bank of India (Formerly known as Corporation Bank) has filed appeal at the National Company Law Tribunal, Jaipur on 24th April 2019 against the company for recovery of its dues. The National Company Law Tribunal, Jaipur has passed order no. CP No. (IB) -114/7/JPR/2019, IA/(IB) 580/JPR/2022 dated December 9, 2022 mentioning appointment of Mr. Vishal Bidawatjika as the Interim Resolution Professional(“IRP”) of the company. On April 12, 2023, the National Company Law Tribunal, Jaipur has passed order to appointed Mr. Sourabh Malpani as IRP of the company replacing the previous IRP Mr. Vishal Bidawatjika. Upon commencement of the CIRP, the powers of the Board of Directors of the Company stand temporarily suspended and are exercised by the IRP. Under CIRP process, IRP has invited Expression of Interest (EOI) through Form “G” under regulation 36A(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulation, 2016.
4. The financial creditors (secured) of the Company have submitted their claims of Rs. 49,408.27 lakhs, out of which partial claim of principal amount of Rs. 47,338.19 lakhs have been admitted and amount of claims under verification is Rs. 747.03 lakhs and amount of claims have not been admitted of Rs. 1,323.05 lakhs. Against the claim submitted Rs.17,730.38 is appearing in the books of accounts of the Company. The differential amount of Rs. 31,677.89 lakhs which is pertaining to interest and other adjustments have not been accounted for in the books of accounts.
5. Lead Bank Punjab National Bank, on behalf of all consortium banks, had initiated proceeding under SARFESI /The Recovery of Debts due to Banks and Financial Institution Act, 1993 against the company and has taken possession of the moveable and immovable properties mortgaged. The matter is still pending. PNB has also issued notice for classifying the company and its directors & guarantors as “wilful defaulter” against which the Company has filed its reply. Four lender banks up to the reporting date have already transferred and assigned its outstanding dues against company to an Asset Reconstruction Company.
*Credit Facilities are secured by:
i) First pari passu charge on all tangible and intangible assets including current assets viz., stock of raw materials, work in progress and finished goods.
ii) Further secured, on pari-passu basis: -
a) Equitable Mortgage of Land and Building at C-114 & C-115A, Shivaji Marg, Tilak Nagar, Jaipur in the name of one of the director, Flat No. 4, Mount Unique Bldg., 62-A, Peddar Road, Mumbai, Factory land and building at surat, Shop No. 1,2 & Garage of Parekh Mansion Mumbai and Office at 1305, Pancharatna, Mumbai belonging to director and their relatives. Further secured by Land at Badlapur belonging to group company and 4.09 crore equity shares in name of one of the director.
b) Personal Guarantees of Chairman, Vice Chairman & Managing Director and Director & their relatives **Credit Facilities are secured by:
First pari-passu charge on Ground plus 3 storied commercial building located at plot no. 13, Municipal Corporation House No. 14, Ward no. 30, Kh No. 86, Street No. 161, City Survey No. 223, C A Road, Nagpur
C. Since, the loans of the Company has been recalled and the Company has been declared NPA by the Banks, the banks are neither allowing any transactions nor calculating drawing power or reviewing the account performance and therefore it is not necessary to submit any quarterly returns/statements to any of the banks from which it has taken borrwings on the security of current assets.
D. The management has not received any communication from banks regarding declaration of the Company as willful defaulter. Further, the management of the Company has also performed search of defaulters lists available on banks website and the name of the Company is not appearing on defaulters list in any of the banks website.
E. The Charges amounting to Rs. 19,800 lacs has been registered in favour of the security trustee (for consortium), Rs. 993 lacs in favour of ARC and Rs.248 lacs in favour of a bank against the borrowings of the Company. During the previous years, the borrowings have been assigned to ARC’s by a few banks and OTS has been entered with a Bank. The Company is not in a position to give effect of these transactions as cumulative charges are registered in favour of security trustee and the Bank shall only give effect of this transaction on complete settlement of its dues.
Note: In absence of any confirmations or evidence which supports or corroborates the fact of disagreement, the trade payables have been considered as un-disputed.
(a) Trade Payables include overdue amounts (mainly unclaimed) of Rs. Nil (Previous Year Rs. Nil) including interest of Rs. Nil (Previous Year Rs. Nil) payable to Micro & Small enterprises. The company does not owe any amount to Micro & Small enterprises. These enterprises have been identified on the basis of information available to the Company and relied upon by the auditors.
(b) Contrary to IND AS 21, trade payables denominated in foreign currency amounting to Rs. 29,717.66 lakhs have not been restated based on exchange rate as at the end of the year. These trade payables have been carried forward based on exchange rate as at the end of March 31,2016 or at transaction date rate whichever is later, as it is deemed prudent not to take cognizance of unrealised exchange difference on notional basis due to uncertainties with regard to expected time frame for payment of these trade payables which is dependent of recovery from trade receivables. The company shall account for the actual exchange difference at the time of payment of these trade payables. Accordingly , the trade payables are understated by Rs.7824.12 lakhs as at the year end.
The significant accounting policies, including the criteria of recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability are disclosed in note 4-6,9-12,16,18-20 of the Ind AS financial statements.
Carrying amounts of cash and cash equivalents, trade receivables, loans, other financial assets, current borrowings, trade payable and other financial liabilities as at March 31,2024 and March 31,2023 approximate the fair value because of their short term nature.
Fair Value Hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are whether observable or unobservable and consists of the following three levels:
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Inputs are other than quoted prices included within level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices).
Level 3: Inputs are not based on observable market data unobservable inputs. Fair value are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders’ value and providing an optimum risk-reward trade off. The risk management approach is based on clear understanding of variety of risk that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
A brief description of the various risks which the company is likely to face are as under:
(i) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk comprises three types of risk: interest rate risk, credit and default risk and liquidity risk. Financial instruments affected by market risk include loans and borrowings, deposits.
(ii) Interest Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company borrowings from banks which have been declared NPA by the banks and interest at a higher rate is charged by the banks. So, interest rate risk is high in case of Company.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for both fixed and floating rate borrowings at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. Since all the consortium bankers has recalled their loans, details of interest charged by banks are not available from FY 2016-17 onwards, hence disclosure required for interest rate sensitivity cannot be given.
(iii) Credit Risk and Default Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables, business advances/deposit given) and from its investing activities (primarily loans granted to various parties including related parties). Since, the Company is not able to timely realize amount due from trade receivables, credit risk in case of Company is very high.
(iv) Liquidity risk
The company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and loans. The liquidity position of the company is not good. As the company’s account has been declared NPA by the bank and the company is unable to get new finance from banks. Also, the company is highly dependent on cash sales to meet its day to day expenses.
(v) Foreign Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Establishment’s functional currency. The company have significant currency risk as the company have significant amount outstanding which is denominated in foreign currency.
Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of March 31,2024 is as follows.
Defined Benefit Plan
The company provides gratuity benefits to its employees as per the statute. Present value of gratuity obligation (NonFunded) based on actuarial valuation done by an independent valuer using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at March 31,2024:
The estimates of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is extracted from the report obtained from Actuary.
Risk exposure and asset liability matching Liability Risks:-
(a) Asset-liability Mismatch Risk
Risk which arise if there is a mismatch in the duration of the assets relative to the liabilities by mismatching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.
Hence Companies are encouraged to adopt assets- Liability management.
(b) Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.
(c) Future salary Escalation and inflation risk
Since the price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments regulating in a higher present value of liabilities especially unexpected salary increases provide at management's discretion may lead to uncertainties in estimating this increasing risk.
(d) Unfunded Risk
This represents unmanaged risk and growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company's financials and also benefit risk through return on the funds made available for the plan
There is no contribution under defined contribution plans and defined benefit plans in respect of Key Management Personnel.
31.7 Sensitivity Analysis
Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the Defined benefit obligation (DBO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying one parameter at a time and studying its impact.
(a) The current service cost recognised as an expenses included in the Note 27 ‘Employee benefits expense’ as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.
(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary.
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
(a) Impact of change in discount rate, future salary increase, withdrawal rate on defined benefit obligation when base assumption is decreased/increased.
32 Income Taxes
Indian companies are subject to Indian income tax on a standalone basis. Entity is assessed to tax on taxable profits determined for each fiscal year beginning on April 1 and ending on March 31.
Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in accordance with the provisions of the (Indian) Income Tax Act, 1961. The adjustments generally relate to depreciation of fixed assets, disallowances of certain provisions and accruals, deduction for tax holidays, the set-off of tax losses and depreciation carried forward and retirement benefit costs. Statutory income tax is charged at 22% plus a surcharge and higher education cess. MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under normal provisions.
33 Segment Reporting
The operating segments have been identified on the basis of nature of products.
i. Segment revenue includes sales and other income directly identifiable with the segment including inter-segment revenue.
ii. Expenses that are directly identifiable with the segment are considered for determining the segment result.
iii. Expenses / Incomes which are not directly allocable to the segments are included under un-allocable expenditure / incomes.
iv. Segment results include margins on inter-segment sales which are reduced in arriving at the profit before tax of the Group.
v. Segment assets and liabilities include those directly identifiable with the respective segments. Un-allocable assets and liabilities represent the assets and liabilities that relate to the Group as a whole and not allocable to any segment.
vi. Inter - Segment revenue :- Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on a negotiated basis.
36 During the financial year 2010-2011, the Company had completed its Initial Public Offer (IPO) comprising of Rs. 93.71 lakhs equity shares of Rs. 10/- which were issued at a price of Rs. 135/- per equity share (including share premium of Rs. 125/- per equity share) and raised funds amounting to Rs. 12650.85 lakhs. Out of the said proceeds, Rs. 12573.87 lakhs have been utilised on objects approved by the Board of Directors and Share Holders. The Remaining amount of Rs.76.98 lakhs have been attached / adjusted by the Government authorities against the disputed dues.
38 Contingent Liabilities
(a) Claims against the Company not acknowledged as debts
In respect of Interest on recalled loans or loans classified by the banks as NPA where interest in earlier years is either not applied or penal interest / higher rate of interest is applied. The Company till March 2016 has provided in its best judgement all probable interest liability. Thereafter the company has not recognised any interest liability payable to banks. Refer Note No. 17(4) regarding non recognition of financial creditors claims amounting to Rs. 31,677.89 lakhs.
39 The Income tax Authorities during the search u/s 132 of I.T Act 1961 on 13th August 1993 seized 5580 cts. of emerald cut valued at Rs. 8.19 lakhs. The same has been shown in the closing stock of emerald cut in the books of Accounts.
40 (a) Due to certain unfavourable developments and sluggish market in earlier periods, there is substantial decrease in
sales and volume of the business. Recoveries from trade receivables are slow and there is a temporary mismatch in the cash flow resulting in overdue creditors, default in repayment of statutory dues and dues to banks owing to which all banks have classified the account as NPA and recalled their loans. The management is hopeful that these old trade receivables shall be recovered as the company has initiated legal actions against such debtors, wherever considered necessary. Further, the management is taking all possible steps to revive the business operations and intend to approach consortium bankers for restructuring/ one-time settlement of the its entire loan dues and assumes that Company will have adequate cash flow from export realisation to defray its entire debt obligation in phased manner. At the same time, management is hopeful that it will be able to raise adequate finance from internal accruals and alternate means to meet its short term and long term obligations. Hence the accounts of the Company are prepared on going concern basis.
(b) No provision has been made on an investment of Rs. 2.03 lakhs by the Company in its subsidiary namely M/s. M. B. Diamond LLC (Russia) and investment of Rs. 7.44 lacs in subsidiary namely Goenka Diamond & Jewels DMCC, (Dubai) whose net-worth are negative as the management is of view that the investments are in the nature of long term investments and the diminution in value is temporary in nature. The management is confident that these subsidiaries shall revive its business operations in near future.
(c) Loan given to subsidiary is in the nature long term loan for set up of business of the subsidiary and is part of net investment in subsidiary. The operation of the subsidiary shall soon be revived and this loan will be recovered in near future and therefore no provision for expected credit loss is required. However, the company during the year has provided for expected credited loss of Rs. 877.13 lacs against the accrued interest on the loan to subsidiary.
42 In the opinion of the Board, all assets other than property, plant & equipment and non current investment have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
43 Other Statutory information
(i) The Company do not have any benami property, and no proceeding has been initiated against the Company for holding any benami property;
(ii) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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;
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year;
(iv) The Company has not revalued any of its property, plant and equipment, right-of-use assets or intangible assets and the Company does not hold any immovable property or investment property;
(v) No search or seizure operation has been carried out on Company during the year;
(vi) The Company do not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956;
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013;
(viii) The Company is not covered under section 135 of the Companies Act, 2013;
44 Point for financial statements
These financial statements of the Company for the year ended March 31, 2024 pertains to period post commencement of CIRP. These financial statements have been signed by the Interim Resolution Professional (IRP) while exercising the powers of the Board of Directors of the company, which has been conferred upon him in terms of the provisions of Section 17 of the Insolvency and Bankruptcy Code 2016. These financial statements have been prepared with the same ‘basis of preparation’ as adopted by the erstwhile Board of Directors as enumerated upon the Board under Section 134 (5) of the Companies Act, 2013 and related regulations.
45 Previous year figures have been re-grouped / re-arranged wherever necessary.
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