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PC Jeweller Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2503.87 Cr. P/BV 0.68 Book Value (Rs.) 78.93
52 Week High/Low (Rs.) 67/23 FV/ML 10/1 P/E(X) 0.00
Bookclosure 29/09/2018 EPS (Rs.) 0.00 Div Yield (%) 0.93
Year End :2023-03 

DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 18th Annual Report
along with the audited financial statements of the Company for
the financial year ended March 31,2023.

FINANCIAL SUMMARY

The summary of standalone financial statements of the Company
for the financial year ended March 31, 2023 and previous year are
as under:

Particulars

2022-23

2021-22

Revenue from operations

2,359.46

1,574.05

Other income

147.85

59.51

Total income

2,507.31

1,633.56

Profit / (loss) before finance costs,
depreciation and tax

272.70

(44.54)

Less: Finance cost

491.69

437.37

Less: Depreciation & amortisation
expenses

25.85

26.24

Profit / (loss) before tax

(244.84)

(508.15)

Less: Tax Expense

94.27

(118.55)

Net profit / (loss) after tax

(339.11)

(389.60)

Other comprehensive income for
the year, net of tax

0.46

0.37

Total comprehensive income /
(loss) for the year

(338.65)

(389.23)

Earnings per equity share (in T):

Basic

(7.29)

(8.37)

Diluted

(7.29)

(8.37)

Paid-up share capital

465.40

465.40

Other equity

3,079.65

3,418.39

THE COMPANY'S PERFORMANCE AND STATE OF AFFAIRS

The Company is one of the leading jewellery companies in the
organised jewellery retail sector in India. It is engaged in the business
of trade, manufacture and sale of gold, diamond, precious stone,
gold and diamond studded jewellery as well as silver articles. As on
March 31, 2023, the Company has total of 81 showrooms including
12 franchisee showrooms and also has 4 manufacturing units in India.

The Company offers wide range and variety of jewellery to cater not
only to wedding jewellery but party and daily wear also. In view of
changing trends and customers preferences, the Company keeps on

launching new jewellery designs and collections from time to time. It
owns jewellery sub-brands Swarna Dharohar, Inayat and Mirosa and
has launched a number of jewellery collections over the years. Some
of the prominent jewellery collections of the Company are Wedding
Collection, Folia Amoris, The Fluttering Beauty, Mens Collection,
Diamond Mangalsutra, Watch Accessories etc.

During the year, the revenue from operations of your Company
increased by almost 50% to ? 2,359.46 crore from ? 1,574.05 crore
during previous year. As a result of increase in revenue, the Company's
net loss decreased by almost 13% to ? 339.11 crore as compared to ?
389.60 crore during previous year.

Although the Company continues to remain loss making but its
gross margins have improved to 15.62% as against 12.45% achieved
during the previous year. Further, the Company has also turned
EBIDTA positive as on March 31,2023 with an EBIDTA of 11.56% vis a
vis an EBIDTA of (2.83%) as on March 31,2022.

During the previous year, the Company's Lenders classified its
accounts Non-Performing Assets (
"NPA") due to default / non¬
payment of debt / interest etc. on account of decline in the business
and revenues of the Company caused by Covid-19 pandemic.
However, the Company is contesting the classification of its accounts
as NPA in various legal forums and the matter is currently sub-judice.

After NPA classification, the Company approached its Lenders with
a resolution proposal under the appropriate Guidelines of Reserve
Bank of India. However, due to non-receipt of requisite rating from
one of the Rating Agencies, the Company's resolution plan could
not proceed further and State Bank of India (
"SBI") moved the Debt
Recovery Tribunal, Delhi (
"DRT") during the year under review.
In response, the Company filed an appeal with Debt Recovery
Appellate Tribunal, Delhi for relief and the matter is currently sub-
judice. Subsequently, Union Bank of India (with seven other banks) as
well as Indian Bank also separately moved DRT and their matters are
also currently sub-judice.

The Company in addition to replying suitably to the Banks, has also
approached the High Court of Delhi against SBI stating that that there
is a non-compliance of the Principle of Natural Justice in as much
as the Company was not given any opportunity to explain its case
after January 2, 2023 and unilateral decision has been taken by SBI.
The Hon'ble Court has accepted the Company's prayer and issued a
notice to SBI, which has been accepted by their learned counsel. The
Company has also filed counter claims for ? 10,034 crores, ? 16,759
crores and ? 2,956 crores against SBI, Union Bank (and seven other

banks) and against Indian Bank respectively, before DRT and these
matters are also currently sub-judice.

Although there is no certainty either on the time frame or the end
result of these on-going legal proceedings, but the Company
continues to remain confident about a positive outcome of the same
as well as retaining its going concern status.

CAPITAL STRUCTURE

Authorised Share Capital: The authorised share capital of the
Company remained unchanged at ? 760 crore comprising of 50 crore
equity shares of ? 10/- each and 26 crore preference shares of ? 10/-
each.

Paid-Up Share Capital: The paid-up share capital of the Company
also remained unchanged at ? 465,40,38,960/- comprising of
46,54,03,896 equity shares of ? 10/- each.

DIVIDEND

The Board of Directors ("Board") has not recommended any
dividend for the year.

TRANSFER TO RESERVES

The Boardhas not proposed transfer of any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has 7 Directors comprising of 2 Executive Directors and
5 Non-Executive Independent Directors including 1 Woman Director.

During the year Smt. Sannovanda Machaiah Swathi was re-appointed
as an Independent Director of the Company for second term of 5
years with effect from January 19, 2023. In the opinion of the Board,
she is a person of integrity, possesses relevant expertise / experience
and fulfils the conditions as per applicable laws and is independent
of the management of the Company.

Shri Ramesh Kumar Sharma is liable to retire by rotation at the 18th
AGM of the Company and being eligible, offered himself for re¬
appointment as a Director of the Company.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (
"LODR Regulations")
and Secretarial Standard 2 issued by the Institute of Company
Secretaries of India, the details of Shri Ramesh Kumar Sharma form
part of the Notice convening the 18th AGM.

During the year under review, no changes have taken place among
Key Managerial Personnel of the Company.

SUBSIDIARY COMPANIES

During the year under review, the Company had following wholly
owned non-material subsidiaries:

i) PC Universal Private Limited: It is engaged in the business of
manufacturing and export of gold jewellery. It has not carried
out any business operations during the year under review.
However, due to other income, mainly net gain on foreign
currency transactions and translations, it registered net profit of
? 12.55 crore.

ii) Transforming Retail Private Limited: It is engaged in the
business of online retail trading of gold and diamond jewellery.
During the year under review,its revenue from operations was
? 139.70 crore and it incurred net loss of ? 2.64 crore. It ceased to
be a subsidiary of the Company in March 2023.

iii) Luxury Products Trendsetter Private Limited: It is engaged
in the business of manufacturing / job working and trading
of jewellery. During the year under review its revenue from
operations was ? 11.83 crore and it registered net profit of ? 5.61
crore.

iv) PCJ Gems & Jewellery Limited: It is authorized to carry on the
business of manufacturing and trading of all kinds of jewellery.
However, it has not commenced business operations during the
year under review.

v) PC Jeweller Global DMCC: It is engaged in the business of
jewellery trading. During the year under review its revenue from
operations was ? 43.70 crore and it registered net profit of ? 9.92
crore.

During the year under review, no company has become subsidiary
of the Company.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (the
"Act") a statement containing salient features
of the financial statements of the subsidiaries (Form AOC-1) is
annexed as
"Annexure - 1" to this Report.Please refer Note 57 of
the consolidated financial statements for the financial year ended
March 31, 2023 for the details of contribution of the subsidiaries to
the overall performance of the Company. The financial statements
of all the subsidiaries are available on the Company's website www.
pcjeweller.com in Investors section.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company do not have any associate or joint venture company
within the meaning of Section 2(6) of the Act and during the year
no company has become or ceased to be associate or joint venture
company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been
prepared in accordance with the accounting principles applicable
in India including Indian Accounting Standards (IND AS) specified
under Section 133 of the Act read with the rules made thereunder
and forms part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of
Secretarial Standards 1 and 2 issued by the Institute of Company
Secretaries of India and notified by Ministry of Corporate Affairs.

COST RECORDS

The Company is not required to maintain cost records as specified
under Section 148 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS

All Independent Directors of the Company have confirmed their
independence and submitted declaration of independence with
the Company in accordance with the provisions of the Act and LODR
Regulations. They have also confirmed that they are not aware of
any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without
any external influence.

BOARD MEETINGS

During the year 5 Board meetings were held on May 30, 2022; July
23, 2022; August 9, 2022; October 27, 2022 and February 14, 2023
respectively.

AUDIT COMMITTEE

Audit Committee comprises of 4 Directors including 3 Independent
Directors. Dr. Manohar Lal Singla, Independent Director, is the
Chairman of the Committee. For further details, please refer to Report
on Corporate Governance.

PUBLIC DEPOSITS

The Company was accepting unsecured deposits from the public
under jewellery purchase scheme 'Jewel for Less. However, during
financial year 2019-20, the Company stopped accepting fresh
deposits from the public after credit rating of its deposit programme
was downgraded below minimum investment grade by the rating
agency. Since then the Company has neither invited nor accepted
any fresh deposits but has only been redeeming the same mainly by
sale of jewellery with applicable discount benefit. During the year,

the Company has repaid / redeemed all the existing outstanding
deposits.

During the year under review, the Company has not accepted any
deposits and nothing remained unpaid or unclaimed as at the
end of the year. There was no default in repayment of deposits or
payment of interest thereon during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans given and investments made by the Company
are disclosed in the notes forming part of the financial statements.
The Company has not provided any guarantee.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH
RELATED PARTIES

All the related party transactions entered into by the Company
during the year under review were on arm's length basis and in
the ordinary course of business. The Company had not entered
into any contract / arrangement / transaction with related parties,
which could be considered as material in accordance with the
Company's Policy on Materiality of and Dealing with Related Party
Transactions. Hence, disclosure in Form AOC - 2 is not required.
The details of transactions with related parties during the year
have been disclosed in Note 37 of the financial statements.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR
ENTITY BELONGING TO PROMOTER / PROMOTER GROUP
HOLDING 10% OR MORE SHAREHOLDING

Shri Balram Garg and Smt. Krishna Devi hold more than 10%
shares in the Company. The details of transactions of the Company
with them during the year under review are as under:

Particulars

Year ended March 31, 2023

Rent paid:

Shri Balram Garg

0.01

Smt. Krishna Devi

0.10

RISK MANAGEMENT

The Company has put in place a Risk Management Policy
to define a framework for identification, assessment,
categorisation and treatment of risks and selecting appropriate
risk management approach. The Company's outlook in dealing
with various risks associated with the business includes the
decision on acceptance of risks, avoidance of risks, transfer
of risks and risks tolerance level. Pursuant to Regulation 21
of LODR Regulations, the Company has constituted a Risk
Management Committee, which comprises of 3 Directors

including 1 Independent Director. For further details on Risk
Management Committee, please refer to Report on Corporate
Governance.

INTERNAL CONTROL SYSTEMS

The Company has effective internal control systems in place, which
ensures that all the assets of the Company are safeguarded and
protected against any loss from unauthorized use or disposition.
Internal auditor also periodically carried out review of the internal
control systems and procedures and their reports are placed
before Audit Committee for its review. There were no significant
comments / findings in the reports of Internal auditor during the
year under review.

The Company has also put in place adequate internal controls
with reference to the financial statements commensurate with
the size and nature of operations of the Company. Such controls
were tested and test results summary of the testing done based
on key controls shown effective controls prevailing within the
Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR
AND DATE OF THE REPORT

There have been no material changes and commitments affecting
financial position of the Company between end of the financial
year and the date of the report. However, after end of the financial
year, State Bank of India (
"SBI") filed a petition with National
Company Law Tribunal (
"NCLT") alleging default of an amount
of ? 1,180.20 crores as on April 30, 2023, which has been denied
by the Company. The Company has also taken necessary steps to
oppose the petition filed by SBI before Hon'ble NCLT.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

The Company is committed towards conservation of energy.
In its efforts towards conservation of energy, the Company is
having a solar energy plant at one of its manufacturing units
as a source of renewable energy and emphasises on optimal
use of energy and avoid wastages.

B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and
development activities.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's foreign exchange earnings and outgo during
the year were Nil.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules framed thereunder, the Company has adopted a policy
against sexual harassment. The Company has constituted Internal
Complaints Committee for redressal of complaints on sexual
harassment. During the year under review, the Company had not
received any complaint on sexual harassment and no complaint
was pending as on March 31,2023.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy, which provides
a formal mechanism for all the employees and Directors of
the Company to report about unethical behaviour, actual or
suspected fraud or violation of the Company's code of conduct
and leak of unpublished price sensitive information etc. and
provides reassurance that they will be protected from reprisals or
victimization for whistle blowing.

During the year under review, the Company had not received
any complaint under Whistle Blower Policy and no complaint
was pending as on March 31,2023. The Policy is available on the
Company's website www.pcjeweller.com in Investors section.

BOARD EVALUATION

The Company has in place the Board approved criteria for
evaluation of performance of the Board, its Committees and
individual Directors. The annual performance evaluation of the
Board, its Committees and the Directors is carried out on the basis
of evaluation forms, which include a rating mechanism.

The Board carried out annual performance evaluation of its own
performance on the basis of evaluation forms received from
all the Directors. The performance of each Committee of the
Board was evaluated by the Board, based on evaluation forms
received from members of the respective Committee. Further,
performance of individual Directors was evaluated by Nomination
and Remuneration Committee as well as the Board on the basis
of evaluation forms received from all the Directors except the
Director being evaluated. Independent Directors also reviewed
the performance of the Board and Non-Independent Directors at
their separate meeting.

The criteria for performance evaluation of the Board and
its Committees amongst others include their composition,
processes, information and functioning, terms of reference of
the Committees, etc. The criteria for performance evaluation of
the Directors including Independent Directors amongst others
include their contribution at the meetings, devotion of time and
efforts to understand the Company, its business, their duties and
responsibilities and adherence to the code of conduct, etc.

Based on the feedbacks received, the consolidated report on
the performance of the Board, its Committees and individual
Directors was placed before the Board. The Board expressed
satisfaction over the performance of the Board, its Committees
and the Directors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review and thereafter State Bank of India
(
"SBI") and some other consortium member banks moved the
Debt Recovery Tribunal (
"DRT") for recovery of their outstanding
amounts. In response, the Company has filed an appeal with Debt
Recovery Appellate Tribunal against petition filed by SBI with DRT
for relief and the matter is currently sub-judice.

The Company has also filed a claim for ? 10,034 crores against SBI
before DRT and this matter is also currently sub-judice.

Further, after end of the year, SBI also filed a petition with National
Company Law Tribunal (
"NCLT") alleging default of an amount of
? 1,180.20 crores as on April 30, 2023, which has been denied by
the Company. The Company has already taken necessary steps to
oppose the petition filed by SBI before Hon'ble NCLT.

However, as on date no significant / material orders have been
passed by the regulators or courts or tribunals impacting the
going concern status of your Company and its operations in
future.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm
that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there were no
material departures from the same;

b) the Directors had 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 profit and loss of the Company
for that period;

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

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

e) the Directors had 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 had devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION PLAN

With the objective of retaining talent and reward loyalty, the
Company has in place PC Jeweller Limited Employee Stock
Option Plan 2011 (
"ESOP 2011"). ESOP 2011 is in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. During the year under review, no changes were
made in ESOP 2011.

The disclosure relating to ESOP 2011 as required under the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 is available on the Company's website and can be accessed
through the link https://corporate.pcjeweller.com/wp-content/
uploads/201 5/06/investors/downloads/FY-2024/Others/
ESOP-Disclosure-under-the-SEBI-SBEB-&-SE-Regulations-2021.
pdf. The certificate of secretarial auditor with respect to the
implementation of ESOP 2011 will be available for inspection by
Members during the 18th AGM.

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

Nomination & Remuneration Policy of the Company is designed to
identify the persons for appointment as Director(s) and who may
be appointed in Senior Management including Key Managerial
Personnel (
"KMP") as well as determining the remuneration of
the Director, KMP and other employees and to attract, motivate
and retain manpower by creating a congenial work atmosphere,
encouraging initiatives, personal growth and team work by
creating a sense of belonging and involvement, besides offering
appropriate remuneration packages.

The objective of Policy on Criteria for determining Qualifications,
Positive Attributes and Independence of a Director is to define the
criteria for determining the qualifications, positive attributes and
independence of a Director.

No changes have been made in both the policies during the year.
The policies are available on the Company's website and can
be accessed through the link https://corporate.pcjeweller.com/
codes-policies/

MANAGEMENT DISCUSSION AND ANALYSIS

As per LODR Regulations, Management Discussion and Analysis
Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per LODR Regulations, Business Responsibility and
Sustainability Report forms part of the Annual Report.

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy in terms
of Regulation 43A of LODR Regulations. The Policy is available
on the Company's website and can be accessed through the link
https://corporate.pcjeweller.com/wp-content/uploads/2015/06/
investors/corporate-governance/Dividend-Distribution-Policy.
pdf.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014,
Annual Return is available on the Company's website and can
be accessed through the link https://corporate.pcjeweller.com/
annual-return/

AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS

M/s Arun K. Agarwal & Associates, Chartered Accountants (Firm
Registration No. 003917N) were appointed as statutory auditors
of the Company for 5 years from the conclusion of the 15th AGM
till the conclusion of the 20th AGM of the Company.

The notes to the financial statements referred to in statutory
auditors' report are self-explanatory and do not call for any
further explanations or comments. However, the explanations
or comments of the Board on the qualification, reservation or
adverse remark or disclaimer made in statutory auditors' report
are as under:

1) Para 3 (i) of Independent Auditors' Report regarding
providing of discounts to export customers during the
financial year ended March 31, 2019

The management had extended the discounts as on March
31, 2019 in view of the genuine business problems and
operational issues being faced by its overseas buyers. The
discount extended amounted to one-time discount of 25%
of the export value of outstanding receivables as on March
31, 2019. The discount extended was in accordance with
the FED Master Direction No. 16/2015-16 dated January
1, 2016 issued by the Reserve Bank of India. Subsequently,
the Company has obtained approvals from Authorized
Dealer Banks for reduction in the receivables corresponding
to discounts amounting to ? 330.49 crore and approval for
the balance amount i.e. ? 183.16 crore is under process. The
discount extended was in accordance with the aforesaid
Master Direction and the management does not expect any
material penalty to be levied and therefore, no provision for
the same has been recognized in the financial statements.

2) Para 3 (ii) of Independent Auditors' Report regarding
adequacy of the provision for expected credit loss
/ impairment and its consequential impact and
adjustments on the standalone financial statements

The Company has made a provision for expected credit loss
as on March 31,2023 based on revised payment schedule as
provided by its overseas buyers and the same is in accordance
with the laid down accounting norms. The Company is
exploring various options, including legal recourse for
recovery of its overseas trade receivables and is confident of
the recovery of the same.

3) Para 3 (iii) of Independent Auditors' Report regarding
inventory value and its consequential impact and
adjustments on the standalone financial statements

Debt Recovery Appellate Tribunal, Delhi has already stayed
the ex-parte order of seizing the inventory passed by Debt
Recovery Tribunal, Delhi and the matter is sub-judice. Given
the nature of the Company's inventory, it does not envisage
any adverse impact of the on-going legal process on the net
realizable value of the inventory. Inventory with the Karigars
is a part of the routine business operations since long and
the Company does not envisage any losses on account of a
portion of its inventory lying with the karigars.

4) Para 5 of Independent Auditors' Report regarding
material uncertainty related to going concern

During the year under review, State Bank of India ("SBI")
moved Debt Recovery Tribunal, Delhi (
"DRT") for recovery
of its outstanding dues. In response, the Company filed an
appeal with Debt Recovery Appellate Tribunal, Delhi for
relief and the matter is currently sub-judice. Subsequently,
Union Bank of India (with seven other banks) as well as Indian
Bank also separately moved DRT and their matters are also
currently sub-judice.

The Company in addition to replying suitably to the Banks,
has also approached the High Court of Delhi against SBI
stating that that there is a non-compliance of the Principle
of Natural Justice in as much as the Company was not given
any opportunity to explain its case after January 2, 2023 and
unilateral decision has been taken by SBI. The Hon'ble Court
has accepted the Company's prayer and issued a notice to
SBI, which has been accepted by their learned counsel. The
Company has also filed counter claims for ? 10,034 crores,
? 16,759 crores and ? 2,956 crores against SBI, Union Bank
(and seven other banks) and against Indian Bank respectively,
before DRT and these matters are also currently sub-judice.

Although there is no certainty either on the time frame or
the end result of these ongoing legal proceedings, yet the
Company continues to remain confident about a positive
outcome of the same and is taking appropriate steps to
ensure that its status as a going concern remains intact in spite
of the current adversities. The Management is confident that
it will be able to realize its assets and meet its liabilities and
commitments in the normal course of business considering
the net assets position of the Company irrespective of the
final conclusion of decision in the ongoing legal process.
Hence, the current position of the events does not raise any
concern on its going concern status. In view of the above the
management is confident that the Company will continue as
a going concern.

5) Para ii (a) of Annexure - A to Independent Auditors'
Report regarding physical verification of inventory lying
at some locations

The Auditor's observation is a statement of fact and the
management does not have anything further to comment on
the same.

6) Para ii (b) of Annexure - A to Independent Auditors' Report
regarding variances in quarterly statements filed with
the banks with the books of accounts of the Company

As compared to the total value of the Company's inventory,
the variance in the value of inventory for the quarters ended

June 2022 and September 2022 are almost negligible and
have arisen only due to minor corrections during finalization
of the financial results. The variances in the values of sundry
receivables for the quarters ended June 2022 and September
2022 are on account of foreign exchange restatement and
expected credit loss provisions at the end of the financial
year.

Statements for the quarters ended December 2022 and
March 2023 were not submitted by the company on account
of initiation of legal action by its Lenders. Currently all the
legal proceedings are sub-judice, hence, submission of any
information by the Company, which was being done in a
routine manner earlier, is now subject to court orders.

7) Para iii (c), (d) and (e) of Annexure - A to Independent
Auditors' Report regarding loans / advances granted by
the Company

The Company has in earlier years granted loans for business
purposes to its two subsidiaries as they do not enjoy any
credit facility from any bank / financial institution. However,
during the year, the Company has not granted any fresh
loans to them. Also there is a reduction in the quantum of
these loans during the year. Although there is no specific
schedule of repayment, yet loan is to be repaid by them
within specified period from the date of the receipt of each
tranche of loan and also carries agreed rate of interest. The
provision for impairment of loan to subsidiaries has been
made in accordance with the laid down accounting norms.

The staff advances have been extended to permanent
employees of the Company in the normal course for their
personal requirements. The staff advances amounting to
? 2.12 crore have been written off during the year in view
of the fact that those employees stood by the Company in
its difficult times and instead of expecting any increments
since long time or other benefits some of them actually
taken a cut in their salary. Hence, to reward their loyalty and
devotion to duty their advances have been written off after
taking approvals from Audit Committee and the Board of the
Company.

8) Para vii (a) of Annexure - A to Independent Auditors'
Report regarding arrears of undisputed statutory dues
outstanding for more than six months at the year end

The liquidity constraints being faced by the Company have
delayed the payment. However, the Company has already
received some refunds which have reduced its liability and
as on date has filed appeals with the Authorities which may

result in a refund of an amount which is more than the liability
of outstanding statutory dues.

9) Para ix (a) of Annexure - A to Independent Auditors'
Report regarding default in repayment of loans (including
interest) to Bankers

The Company is contesting the matter of so called "default" in
various legal fora and this matter is currently sub-judice.

10) Para xvii of Annexure - A to Independent Auditors' Report
regarding cash losses incurred

The cash losses are the result of less revenue as compared to
the expenses incurred during the year.

11) Para xix of Annexure - A to Independent Auditors' Report
regarding Company's capacity of meeting its liabilities
existing as on Balance Sheet date

The management is confident that it will be able to realize its
assets and meet its liabilities and commitments in the normal
course of business considering the net assets position of the
Company irrespective of the final conclusion of decision in
the ongoing legal process.

12) Para xx (b) of Annexure - A to Independent Auditors'
Report regarding unspent CSR amount pursuant to
ongoing project not yet transferred to special account

The Company's liquidity position had become very
constrained after March 2020 on account of lockdowns and
frequent disruptions in business due to spread of Covid-19
pandemic. Although, the Company had identified an ongoing
project for making requisite CSR expenditure during FY
2020-21 and 2021-22 but its banking transactions got highly
restricted during 2021-22 causing further liquidity constraints
for the Company. Further, the Company's lenders have frozen
its bank accounts and have started legal proceedings for
recovery of their dues during the year. Hence, the Company
could neither spend nor transfer the unspent amount to
Unspent CSR Account. However, the Company is committed
to meet its CSR obligations after resolution of the banking
issues and improvement in the liquidity position.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Act read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company appointed M/s Kirti Dureja & Co., Company

Secretaries, a peer reviewed firm, as a secretarial auditor of the
Company for the year under review.

Secretarial Audit Report is annexed herewith as "Annexure - 2"
to this Report. The explanations or comments of the Board on the
qualification, reservation or adverse remark or disclaimer made in
Secretarial Audit Report are as under:

1) Regarding the composition of the Board did not have
sufficient number of directors liable to retire by rotation

The Company will do the needful to ensure necessary
compliance in due course.

2) Regarding unspent CSR amounts for financial year 2020¬
21 and 2021-22 pursuant to ongoing project(s) are not
transferred to special account

Please refer to point no. 12 of the explanations or comments
of the Board on the qualification etc. in statutory auditors'
report.

DETAILS IN RESPECT OF FRAUDS

During the year under review, statutory and secretarial auditors
have not reported any fraud under Section 143(12) of the Act.

REPORT ON CORPORATE GOVERNANCE

As per LODR Regulations, Report on Corporate Governance forms
part of the Annual Report. The Corporate Governance Compliance
Certificate from Practicing Company Secretary is annexed as
"Annexure - 3" to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of
the Company is annexed as
"Annexure - 4" to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Policy of the Company lays
down the guidelines and mechanism for undertaking socially
useful programs for welfare and sustainable development of the
community, in the local area and around areas of operations of
the Company including other parts of the Country. The Policy is
available on the Company's website and can be accessed through
the link https://corporate.pcjeweller.com/codes-policies/. Annual
Report on CSR activities pursuant to Section 135 of the Act and

Rules made thereunder is annexed as "Annexure - 5" to this

Report.

OTHER DISCLOSURES

During the year under review:

• There was no change in the nature of business of the
Company.

• No issue of equity shares with differential rights as to
dividend, voting or otherwise, was made.

• No issue of sweat equity shares to directors or employees
was made.

• No Whole-time Director received remuneration from any of
the subsidiary(ies) of the Company.

• No application was made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank
or Financial Institution.

• The equity shares of the Company have not been suspended
from trading by SEBI.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere gratitude and
place on record appreciation for the continued support and
co-operation of the Company's customers, suppliers, investors
and regulatory authorities. Your Directors also appreciate the
commendable efforts, teamwork and professionalism of the
employees of the Company at all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: New Delhi (RAMESH KUMAR SHARMA) (BALRAM GARG)

Date: August 14, 2023 Executive Director Managing Director

DIN: 01980542 DIN: 00032083


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