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Rajesh Exports AR 2018-2019 PDF

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RAJESH EXPORTS LIMITED

25
th

ANNUAL
REPORT
2 0 1 8 - 2 0 1 9

Global presence in Gold & Diamond Jewellery


RAJESH EXPORTS LIMITED

BOARD OF DIRECTORS STATUTORY AUDITORS


M/s P. V. Ramana Reddy & Co.
Mr. Rajesh Mehta
Chartered Accountants
Executive Chairman
No, 37, 2nd Floor, South End Circle,
Mr. Prashant Mehta Basavanagudi, Bengaluru – 560004
Managing Director
BANKERS
Mr. Y. Venu Madhava Reddy
Mr. G. Shanker Prasad Canara Bank
Ms. Vijaya Lakshmi
Independent Directors REGISTERED OFFICE

Mr. Joseph T.D # 4, Batavia Chambers


Non Executive & Non Independent Director Kumara Krupa Road, Kumara Park East
Bengaluru - 560 001.
KEY MANAGERIAL PERSONNEL Tel: 91-80-22266735
Mr. B. Vijendra Rao Fax: 91-80-22259503
Chief Financial Officer E-mail: compsect@rajeshindia.com
CIN: L36911KA1995PLC017077
Ms Nidhi Tulsyan
Company Secretary & Compliance Officer
CORPORATE OFFICE
SHARE TRANSFER AGENTS Rajesh Group
M/s S. K. D. C Consultants Limited # 1, Brunton Road (Off M. G. Road);
Kanapathy Towers, 3rd Floor ; 1391/A-1, Opp. Old Passport Office, Bengaluru - 560 001.
Sathy Road; Ganapathy, Coimbatore - 641 006. Tel: 91-80-40239999, Fax: 91-80-40239945
Phone: 0422 - 4958995; 2539835-836 E-mail: compsect@rajeshindia.com
Fax: 0422 - 2539837.
E-mail: info@skdc-consultants.com

CONTENTS PAGE
Notice............................................................................... 3
Directors’ Report.......................................................... 7
Annexure I, II, III, IV, V........................................... 15
Management Discussion and Analysis ................ 27
Report on Corporate Governance.......................... 30
Annexure VI, VII, VIII............................................... 38
Standalone Auditor’s Report................................... 49
Standalone Balance Sheet........................................ 56
Standalone Profit & Loss Account........................ 57
Standalone Notes to Accounts................................ 60
Consolidated Auditor’s Report................................ 85
Consolidated Balance Sheet.................................... 91
Consolidated Profit & Loss Account..................... 92
Consolidated Notes to Accounts............................. 95

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NOTICE
Notice is hereby given that the 25th Annual General Meeting of the Members of RAJESH EXPORTS
LTD will be held at Guru Raja Kalyana Mantap, No 21, Crescent Road, Next to Karnataka Film
Chamber of Commerce, (Near Shivanada Circle), Bangalore - 560 001, on Monday 30-09-2019 at
12.00 Noon, to transact the following business.
ORDINARY BUSINESS :
1. To receive, consider and adopt the Consolidated and Standalone Financial Statements for the year ended
31st March 2019 as at that date together with the reports of the Directors and Auditors thereon.
2. To confirm the dividend for the financial year 2018-19.
3. To appoint auditors and fix their remuneration.
4. To appoint a director in place of Mr. Prashant Mehta, who retires by rotation in terms of Section 152(6)
of Companies Act, 2013 and being eligible offers himself for re-appointment.
5. To approve the appointment of Joseph T D as Non Independent and Non-executive Director
NOTES:
1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of
himself/herself and the proxy so appointed need not be a member of the Company.
2. Proxy Forms, in order to be effective, should be lodged at the Registered Office of the Company not less than 48
hours before the commencement of the Meeting.
3. The Register of Members and Share Transfer Books of the Company will remain closed from 24.09.2019 till 30-09-
2019.
4. Members holding shares in Physical form are requested to intimate the Change of Address and their Bank Account
details such as Bank Name, Branch with address and Account No. for incorporating the same in dividend warrants
to the Registrars and Transfer Agents of the Company: M/s. S.K.D.C. CONSULTANTS LIMITED, Kanapathy Towers,
3rd Floor; 1391/A-1, Sathy Road, Ganapathy, Coimbatore 641006, quoting their respective Folio Number. Members
holding shares in Demat form shall intimate the above details to their Depository Participants (DP’s) with whom
they have Demat Account.
5. Members seeking any information with regard to the accounts are requested to write to the Company 2 days in
advance, so as to enable the Management to keep the information ready.
6. The Company has appointed Mr. Deepak Sadhu, Company Secretary in Practice, as Scrutinizer.
7. Members are requested to address their correspondence, including share transfer matters and change of address to:
S. K. D. C. Consultants Limited
Kanapathy Towers, 3rd Floor; 1391/A-1, Sathy Road, Ganapathy
Coimbatore - 641 006. (Phone: 0422 - 4958995; 2539835-836 Fax: 0422 2539837)
E-mail: info@skdc-consultants.com

The instructions for shareholders voting electronically are as under:


I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014 as amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise
their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM)
by electronic means and the business may be transacted through e-Voting Services. The facility of
casting the votes by the members using an electronic voting system from a place other than venue of
the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
II. The facility for voting through ballot paper shall be made available at the AGM and the members
attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their
right at the meeting through ballot paper.

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RAJESH EXPORTS LIMITED

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM
but shall not be entitled to cast their vote again.
IV. The remote e-voting period commences on 27th September, 2019 (9:00 am) and ends on 29th September,
2019 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or
in dematerialized form, as on the cut-off date of 23rd September, 2019, may cast their vote by remote
e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote
on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
V. The process and manner for remote e-voting are as under:
A. In case a Member receives an email from NSDL [for members whose email IDs are registered
with the Company/Depository Participant(s)] :
(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio
No. as password. The said PDF file contains your user ID and password/PIN for remote
e-voting. Please note that the password is an initial password.
NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF
file “remote e-voting.pdf”.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
(iii) Click on Shareholder - Login
(iv) Put your user ID and password. Click Login.
(v) Password change menu appears. Change the password/PIN with new password of your
choice with minimum 8 digits/characters or combination thereof. Note new password. It is
strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential.
(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vii) Select “EVEN” of “Rajesh Exports Limited”.
(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”
when prompted.
(x) Upon confirmation, the message “Vote cast successfully” will be displayed.
(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc.
together with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer through e-mail to csdeepak.sadhu@gmail.com with
a copy marked to evoting@nsdl.co.in
B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs
are not registered with the Company/Depository Participant(s) or requesting physical copy] :
(i) Member may obtain a User ID and password for casting his /her vote by remote e-voting
by sending a request at evoting@nsdl.co.in or by contacting NSDL at the toll free no.:
1800-222-990” providing the details such as Demat account no or Folio no, PAN no, etc.
Please note that In case Shareholders are holding shares in demat mode, User ID is the
combination of (DPID+ClientID) and in case Shareholders are holding shares in physical
mode, User ID is the combination of (Even No+Folio No).
If you are already registered with NSDL for remote e-voting then you can use your existing
User ID and password/PIN for casting your vote.
NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/
Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com.
(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

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VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote
e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call
on toll free no.: 1800-222-990.
VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID
and password/PIN for casting your vote.
NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?”
or “Physical User Reset Password?” option available on www.evoting.nsdl.com.
In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID).
In case Shareholders are holding shares in physical  mode, USER-ID is the combination of (Even
No+Folio No).
VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which
may be used for sending future communication(s).
IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital
of the Company as on the cut-off date of 23rd September, 2019.
X. Any person, who acquires shares of the Company and become member of the Company after dispatch
of the notice and holding shares as of the cut-off date i.e. 23rd September, 2019, may obtain the login
ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA.
However, if you are already registered with NSDL for remote e-voting then you can use your existing
user ID and password for casting your vote. If you forgot your password, you can reset your password
by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting
but shall not be allowed to vote again at the AGM.
XII. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners
maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of
remote e-voting as well as voting at the AGM through ballot paper.
XIII. Mr. Deepak Sadhu (ACS No: 39541), Company Secretary in Practice, has been appointed as the
Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote
e-voting process in a fair and transparent manner.
XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be
held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members
who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
XV. The Scrutinizer shall after the conclusion of voting at the General Meeting, will first count the votes
cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of
at least two witnesses not in the employment of the Company and shall make, not later than three
days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour
or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign
the same and declare the result of the voting forthwith.
XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of
the Company not later than three days of the conclusion of the AGM and on the website of NSDL
immediately after the declaration of result by the Chairman or a person authorized by him in writing.
The results shall also be immediately forwarded to the BSE and NSE, Mumbai.

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RAJESH EXPORTS LIMITED

PROFILE OF RETIRING DIRECTOR WHO OFFERS HIMSELF FOR REAPPOINTMENT:


Mr. Prashant Mehta (DIN: 00336417), aged about 57 years, is the Managing Director of the Company and
also the Chairman of the Risk Management Committee. He has an experience of over 35 years in gold
business and is considered a global authority in all aspects of manufacture of gold products. He has been
instrumental in setting up the production and R&D facilities of the Company and has developed several
new processes system and designs which have been acclaimed by the global jewellery industry. Based on
his invaluable contribution to the Company the Board considers it necessary to reappoint Mr. Prashant
Mehta as a Director.

PROFILE OF NON-INDEPENDENT AND NON EXECUTIVE DIRECTOR FOR APPOINTMENT:


Mr. Joseph T D (DIN: 08471985), aged about 57 years, is a Post Graduate in Human Excellence. He has
an experience of over 25 years in administration and management. Based on his qualification the Board
considers it fit to appoint Mr. Joseph T D as a Non-Independent and Non-Executive Director.

By the Order of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 29, 2019 Chairman

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DIRECTORS’ REPORT
To
The Members of
Rajesh Export Limited
We are delighted to present on behalf of Board of Directors the 25th Annual Report on the business and
operations of the Company, for the financial year ended 31st March 2019.
FINANCIAL RESULTS
(Rs. in Millions)
CONSOLIDATED STANDALONE
For the year ended For the year ended For the year ended For the year ended
31.03.2019 31.03.2018 31.03.2019 31.03.2018

Profit before Depreciation 14199.43 14096.36 4669.30 4898.93


Less : Depreciation 743.45 679.92 14.09 14.92
Profit after depreciation 13455.98 13416.44 4655.21 4884.01
Less : Provision for taxation
& Deferred tax 535.26 758.57 234.59 472.17
Profit after taxation 12920.72 12657.87 4420.62 4411.84
Add : Balance as per last account 47590.87 35257.79 20407.73 16320.68
Profit available for appropriation 60511.59 47915.66 24828.35 20732.52
Less: Dividend 295.26 324.79 295.26 324.79
Balance surplus transferred
to Balance Sheet 60216.33 47590.87 24533.09 20407.73

OPERATIONS
Your Directors are pleased to report that your Company’s total income during the period under review stood
at Rs. 1757631.23 million. As a result, the net profit for the year under review, after provision for depreciation
and income tax was Rs. 12920.72 million compared to Rs. 12657.87 million during the previous year.
DIVIDEND
The Board of Directors are pleased to recommend the payment of dividend for the year ended 31st March
2019 @ Re.1.00 per share (100 per cent) for all the shareholders whose names appear on the Register of
Members as on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Policy is
available on the website of the Company i.e., www.rajeshindia.com
During the year 2018-2019, no complaints were received by the Company related to sexual harassment.

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RAJESH EXPORTS LIMITED

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES


OF DIRECTORS
Board Meeting
The Board of Directors of the Company met eight times during the financial year. The details of various
Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings
of the board is as prescribed in the Companies Act, 2013 (hereinafter “the Act”).
BOARD COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in
the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of
the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 25 of the SEBI (Listing obligation disclosure requirement), 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Board carried out annual evaluation of its own performance,
performance of its Committees and evaluation of individual director including independent directors. The
independent directors carried out an annual performance of non independent directors, the Board as a
whole and chairperson of the Company. Nomination and Remuneration Committee of the Board of directors
evaluated the performance of every director. The performance is evaluated on the basis of number of Board
and Committee meetings attended by individual directors, participation of director in the affairs of the
company, duties performed by each director, targets archived by the company during the year. The Board
found the evaluation satisfactory and no observations were raised during the said evaluation in current
year as well as in previous year.
VIGIL MECHANISM
We have established a mechanism for employees to report concerns about unethical behavior, actual or
suspected fraud or violation of our code of conduct or ethics policy. The mechanism also provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the website of the
Company i.e. www.rajeshindia.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the
Companies (Accounts) Rules, 2014, is attached as Annexure V.

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DEPOSITS
In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had
no opening or closing balances and also has not accepted any fixed deposits during the year under review
and as such, no amount of principal or interest was outstanding as on March 31, 2019.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate governance. The Company is in
compliance with the provisions on corporate governance specified in the SEBI(Listing obligation disclosure
requirement),2015 of BSE and NSE. A detailed report on corporate governance is available as a separate
section in this Annual Report. Certificate of the Statutory Auditors regarding compliance with the conditions
stipulated in Reg. 34(3) of the SEBI(Listing obligation disclosure requirement), 2015 is provided separately
under this Annual Report.
SHARE CAPITAL
There is no change in Share capital (authorized and paid-up) from last financial year.

CHANGE IN DIRECTORS
Mr. Joseph T.D. was appointed as Additional Director (Non-Executive and Non-Independent Director)
AUDITORS
a) STATUTORY AUDITOR
M/s P. V. Ramana Reddy & Co., Chartered Accountants, Bangaluru, were appointed as Statutory Auditors
of Company in the 24th AGM up to the conclusion of next Annual General Meeting. The Audit Committee
and the Board of Directors have recommended the proposal to reappoint M/s. P. V. Ramana Reddy &
Co., Chartered Accountants, Bengaluru, as the Statutory Auditors of Company up to the conclusion
of next Annual General Meeting, and to authorize the Board of Directors and Committees thereof to
fix their remuneration. The company has received a certificate from the auditor to the effect that the
appointment if made, would be, in accordance with limits specified in the Act and that, they meet the
criteria of independence.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Deepak Sadhu, Practicing
Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2018-2019.
AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse
remarks. The Secretarial Audit Report is annexed herewith as Annexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as Annexure IV.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of health, education and environment
over the years. With the introduction of Section 135 of the Act, which came into effect during financial
year 2014-15, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The CSR
Committee decided to continue with the existing programmes and increase focus on health and education
in the years ahead. The CSR Policy is available on the website of the Company i.e., www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure VII.

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RAJESH EXPORTS LIMITED

Company’s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure VII.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry. The research and
development team of the Company comprises of some of the finest designers, metallurgists, chemists and
senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed
jewellery designs. The Company has also developed several new systems, procedures and techniques in
jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve the productivity and quality of
its service and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)
Particulars 2018-19 2017-18
Foreign Exchange Earnings 4,171,174.67 2,836,631.35
Foreign Exchange Outgo 4,111,201.23 3,233,762.68

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees who were drawing remuneration in excess of
Rs. 60 Lakhs per annum or Rs. 5 lakhs per month, if employed for a part of the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act 2013, with respect to Directors
responsibility statement, it is hereby confirmed:

1. That for the compilation of the annual accounts for the financial year ended 31.03.2019, the applicable
accounting standards have been followed along with proper explanation relating to the material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year under review and of the profit of the
Company for that period.

3. That the Directors have 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.

4. That the Directors have compiled the accounts for the financial year ended 31.03.2019 on a “going
concern” basis.

5. Proper internal financial controls were followed by the Company and such internal financial controls
are adequate and were operating effectively;

6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

10
OTHERS

There are no material changes and commitments made between balance sheet date and date of directors Report.

INSIDER TRADING REGULATIONS


Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2016, as amended from
time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures
(“Code”), as approved by the Board from time to time, are in force at the Company. The objective of this
Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated
employees and other employees. The Company also adopts the concept of Trading Window Closure, to
prevent its Directors, Officers, designated employees and other employees from trading in the securities
of Rajesh Exports Limited at the time when there is unpublished price sensitive information. No other
material changes and commitments affecting the financial position of the Company have occurred between
April 1, 2019 and the date of signing of this Report. The Policy is available on the website of the Company
i.e., www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that all transactions
are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering
the entire spectrum of internal financial controls.

An extensive programme of internal audits and management reviews supplements the process of internal
financial control framework. Properly documented policies, guidelines and procedures are laid down for
this purpose. The internal financial control framework has been designed to ensure that the financial and
other records are reliable for preparing financial and other statements and for maintaining accountability
of assets. In addition, the Company has identified and documented the risks and controls for each process
that has a relationship to the financial operations and reporting.

The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and
Management in dealing with matters within its terms of reference. This Committee mainly deals with
accounting matters, financial reporting and internal controls.

AUDIT COMMITTEE RECOMMENDATIONS

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition
of the Audit Committee is as described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as
Annexure III.
MATERIAL SUBSIDIARIES:
In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company
has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website
of the Company at https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/15/
Material_Subsidiaries.pdf.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:
The Company has a familiarization Program for Independent Directors to familiarize them with regard to
their roles, rights, responsibilities in the Company, along with industry, business operations, business model,
code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the

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RAJESH EXPORTS LIMITED

website of the Company. The company’s policy on familiarization Program is available on the following web
link: https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/1/ familiarization_
Program_for_independent_directors.pdf.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments have occurred after the closure of financial year till the date of this
Report, which affect the financial position of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED (REFERENCE SECTION 186)
The details of the investments made by the Company are in Note No. 3 of the audited financial statements.
The Company has not made any loans to any persons within the meaning of Section 186 and has also not
given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk
management approach across the enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks trend, exposure and potential impact
analysis at a Company level as also separately for business segments. The Company has identified various
risks and also has mitigation plans for each risk identified. The Policy is available on the website of the
Company i.e., www.rajeshindia.com
STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
In requirement of para 9 of revised Secretarial Standards on the Board Meeting i.e SS-1 your Directors state
that they have devised proper systems to ensure compliance with the provisions of all Secretarial Standards
and that such system are adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 125 of Companies Act, 2013 (corresponding to section 205C of Companies Act, 1956)
all unpaid dividend due for seven years has to be transferred to Investor Education and Protection fund
maintained by Central Government. Accordingly the company has transferred a sum of Rs 5,62,261 (Rs Five
lakh Sixty two thousand two hundred sixty one) during the year to the said fund on account of application
money due for refund. The details of the investors whose amount is transferred is available on website of
the company www.rajeshindia.com.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct (“Code”) for all the Board Members and Senior Management
Personnel of the Company. The Code is available on the website of the Company i.e., www.rajeshindia.
com. All Directors and Senior Management Personnel of the Company have affirmed compliance with the
Company’s Code of Conduct for the financial year ended March 31, 2019. A declaration signed by the Chief
Executive Officer (CEO) to this effect is attached in the Annual Report.
LISTING FEES
The shares of the Company continue to be listed at the National Stock Exchange of India Ltd, Mumbai, and
the Bombay Stock Exchange Ltd, Mumbai. The annual listing fees for National Stock Exchange of India
Ltd. and Bombay Stock Exchange Ltd. have been paid.

12
ACKNOWLEDGEMENTS
Your directors specially wish to place on record, their sincere appreciation to the employees of the Company
for their dedication and hard work, which have resulted in overwhelming success of the Company during
the year under report. Your directors place on record their gratitude to Canara Bank for their continued
support. Your Directors also thank all the Shareholders, Consultants, Customers, Vendors, Service providers,
Government & Statutory authorities for their continued support in successful running of company’s business
and its continued progress.

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 29, 2019 Chairman

13
RAJESH EXPORTS LIMITED
Disclosure in the Board’s Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
(i) The Ratio of the remuneration of each director to Director’s Name Ratio to mean
the median remuneration of the employees of Remuneration
the company for the FY 2018-19
Mr. Rajesh Mehta 1.60 : 1
Mr. Prashant Mehta 1.60 : 1
Mr. G. Shanker Prasad 1: 0
Mr. Y Venu Madhva Reddy 1: 0
Ms. Vijaya Lakhsmi 1: 0
(ii) The Percentage increase in remuneration of Director’s/CFO/CEO/CS/
each Director, CFO, CEO, CS or Manager if any Manager’s Name
in the FY 2018-19 compared to 2017-18 means
part of the year
Mr. Rajesh Mehta Nil
Mr. Prashant Mehta Nil
Mr. G. Shanker Prasad Nil
Mr. Y Venu Madhva Reddy Nil
Ms. Vijaya Lakhsmi Nil
Mr. B Vijendra Rao (CFO) 5.63%
Ms. Nidhi Tulsyan (CS) Nil
(iii) Percentage increase in the median remuneration
of employees in the FY 2018-19 compared to 2017-18 Nil
(iv) Number of permanent employees As on 31.03.2019 As on 31.03.2018
on the rolls of the company 409 383
(v) Explanation on the relationship between average There has been nominal increase in There has been nominal increase in
increase in remuneration and the company remuneration while the performance of remuneration while the performance of
performance the company has improved significantly the company has improved significantly
(vi) Comparison of the remuneration
of the Key Managerial Personnel
against the performance of
the company 0.0001% 0.0001%
(vii) Variation in Details 31.03.2019 31.03.2018
Market Capitalization 196,628,369,696 218,374,265,676
Price Earning Ratio (EPS) 43.76 42.87
% Increase/decrease of
market quotations (9.96) 22.06
Net worth of the Company 88,400,456,703 71,746,461,886
(viii) Average percentage increase in During 2017-18 During 2018-19
salaries of Employees other
than managerial personnel 4.58% 5.21%
(ix) Comparison of each remuneration of Name of Key Remuneration for the Reason against
the Key Managerial Personnel against Managerial year ended performance of
the performance of the Company personnel the Company
31.03.2019 31.03.2018 % of Change
Mr. Prashant Mehta, There has been no change
Managing Director 1,19,998 1,19,998 0% in remuneration while
Mr. Rajesh Mehta, CEO 1,19,998 1,19,998 0% the performance of the
Mr. B Vijendra Rao, CFO 4,24,000 4,24,000 0% company has improved
significantly
Ms. Nidhi Tulsyan, CS 4,20,000 4,20,000 0%
(x) Key parameter for any variable
component of remuneration NA
availed by the Directors
(xi) Ratio of the remuneration of
the highest paid director to that
of the employees who are not 1.60
directors but receive remuneration
in excess the highest paid director
during the year
The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.
For and on behalf of the Board
Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 29, 2019 Chairman
14
Annexure I
DIVIDEND DISTRIBUTION POLICY
The Board of Directors (the “Board”) of Rajesh Exports Limited (the “Company”) at its meeting held on May
26, 2017 had adopted this Dividend Distribution Policy (the “Policy”) as required by Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Objective
The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the
Company before declaring or recommending dividend.
The Company has consistently given dividend payout every year since listing. In future, the Company would
endeavor to pay sustainable dividend keeping in view the Company’s policy of meeting the long-term growth
objectives from internal cash accruals.
Parameters to be considered before recommending dividend
The Board of Directors of the Company shall consider the following financial / internal parameters while
declaring or recommending dividend to shareholders:
• Profits earned during the financial year
• Retained Earnings
• Earnings outlook
• Expected future capital / liquidity requirements
• Any other relevant factor and material events
The Board of Directors of the Company shall consider the following external parameters while declaring or
recommending dividend to shareholders:
(i) Macro-economic environment - Significant changes in macro-economic environment materially affecting
the businesses in which the Company is engaged in the geographies in which the Company operates
(ii) Regulatory changes – Introduction of new regulatory requirements, which significantly affect the
businesses in which the Company is engaged.
Utilisation of Retained Earnings
The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the
interests of the Company and also its shareholders.
The Company may utilize the retained earnings for making investments for future growth and expansion
plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose,
as approved by the Board of Directors of the Company.
Conflict in Policy
In the event of any conflict between this Policy and the provisions contained in the SEBI (Listing obligation
disclosure requirement), 2015, the Regulations shall prevail.
Amendments
The Board may, from time to time, make amendments to this Policy to the extent required due to change
in applicable laws and SEBI (Listing obligation disclosure requirement), 2015, any other circumstances or
as deemed fit on a review.

For and on behalf of the Board of Directors


Rajesh Mehta
Chairman

15
RAJESH EXPORTS LIMITED

Annexure II
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2019.
Form No. : MR-3
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Rajesh Exports Limited
4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru-560 001
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by Rajesh Exports Limited (hereinafter called the Company). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books,
papers, minute books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended
on 31st March 2019, complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by
the Company during the audit period according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’) viz:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
purchase scheme) Guidelines, 1999.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(VI) Other laws as informed and certified by the management of the Company which are specifically based
on their sector/industry namely:
a. The Special Economic Zone Act, 2005
b. Foreign Trade (Development and Regulation) Act, 1992
c. Bureau of Indian Standards (BIS) (Hallmarking)

16
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the
Board of Directors and General Meeting.
ii) SEBI (Listing Obligations and Disclosure Requirements) 2015 for the year ended 31st March 2019
with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, SEBI (Listing obligation disclosure requirement), 2015 etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of
the minutes. The Company has obtained all necessary approvals under the various provisions of the Act; and
As per Section 135 of the Companies Act, 2013 the amount of Corporate Social Responsibility (CSR) to be
incurred was Rs.989.67 lakhs where as the Company has spent Rs.47.15 lakhs. The same was noted in the
CSR Committee Meeting held on 1st February, 2019.
There was no prosecution initiated and no fines or penalties were imposed during the year under review
under the Act,
SEBI Act, SCRA, Depositories Act, SEBI (Listing obligation disclosure requirement), 2015 and Rules,
Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.
The Directors have complied with the disclosure requirements in respect of their eligibility of appointment,
their being independent and compliance with the Code of Business Conduct & Ethics for Directors and
Management Personnel;
I further report that there are adequate systems and processes in the company commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
I further report that during the audit period, there were no instances of:
(i) Public/Rights/Preferential Issue of shares/debentures/sweat equity.
(ii) Redemption/buy-back of securities.
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013.
(iv) Merger/amalgamation/reconstruction etc.
(v) Foreign technical collaborations.

Place : Bengaluru
Date : 29th May 2019 DEEPAK SADHU
Practising Company Secretary
COP No :- 14992

17
RAJESH EXPORTS LIMITED

ANNEXURE A
To ( To the Secretarial Audit Report )
The Members
Rajesh Exports Limited
My report of even date is to be read along with this letter.
1) Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility
is to express an opinion on these secretarial records based on my audit.
2) I have followed the audit practices and process as are appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a
reasonable basis for my opinion.
3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4) Where ever required, I have obtained the Management representation about the Compliance of laws, rules and
regulations and happening of events etc.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. My examination was limited to the verification of procedure on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place : Bengaluru DEEPAK SADHU
Date : 29th May 2019 Practising Company Secretary
COP No :- 14992
Annexure III
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2019
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I.   REGISTRATION & OTHER DETAILS:
1 CIN L36911KA1995PLC017077
2 Registration Date 01/02/1995
3 Name of the Company Rajesh Exports Limited
4 Category/Sub-category of the Company Company Limited by shares
5 Address of the Registered office # 4, Batavia Chambers, Kumara Krupa Road,
& contact details Kumara Park East, Bengaluru - 560 001
6
Whether listed company YES
7 Name, Address & contact details M/s S. K. D. C Consultants Limited
of the Registrar & Transfer Agent, Kanapathy Towers, 3rd Floor ; 1391/A-1,
if any. Sathy Road; Ganapathy, Coimbatore - 641 006.
Phone: 0422 - 4958995, 2539835-836
Fax: 0422 - 2539837. E-mail: info@skdc-consultants.com
II.  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No. Name and Description of NIC Code of the Product/service % to total turnover
main products / services of the company
1 Gold Products 3211 100%
III.  PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Holding/ Subsidiary % of Applicable
S.No. Name of the Company CIN/GLN / Associate shares Section
held
1 REL SINGAPORE PTE.LTD. Foreign Company Subsidiary 100% 2(87)

18
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of No. of Shares held at the beginning No. of Shares held at the end of the year
Shareholders of the year [As on 31-March-2018] [As on 31-March-2019] %
Change
Demat Physical Total % of Demat Physical Total % of
during
Total Total
the year
Shares Shares

A. Promoters
(1) Indian
a) Individual/HUF 159273063 - 159273063 53.943% 159528974 - 159528974 54.030% 0.087%
b) Central Govt. or State Govt. - - - 0.000% - - - 0.000% 0.000%
c) Bodies Corporate - - - 0.000% - - - 0.000% 0.000%
d) Bank/FI - - - 0.000% - - - 0.000% 0.000%
e) Any other - - - 0.000% - - - 0.000% 0.000%
SUB TOTAL: (A) (1) 159273063 - 159273063 53.943% 159528974 - 159528974 54.030% 0.087%
(2) Foreign
a) NRI- Individuals - - - 0.000% - - - 0.000% 0.000%
b) Other Individuals - - - 0.000% - - - 0.000% 0.000%
c) Bodies Corp. - - - 0.000% - - - 0.000% 0.000%
d) Banks/FI - - - 0.000% - - - 0.000% 0.000%
e) Any other… - - - 0.000% - - - 0.000% 0.000%
SUB TOTAL: (A) (2) - - - 0.000% - - - 0.000% 0.000%

Total Shareholding of Promoter


(A)= (A)(1)+(A)(2) 159273063 - 159273063 53.943% 159528974 - 159528974 54.030% 0.087%
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 7850 - 7850 0.003% 26358 - 26358 0.009% 0.006%
b) Banks/FI 1119890 - 1119890 0. 379% 1065968 - 1065968 0.361% -0.018%
c) Central govt - - - 0.000% - - - 0.000% 0.000%
d) State Govt. - - - 0.000% - - - 0.000% 0.000%
e) Venture Capital Fund - - - 0.000% - - - 0.000% 0.000%
f) Insurance Companies 15598690 - 15598690 5.283% 18683707 - 18683707 6.328% 1.045%
g) FIIS - - - 0.000% - - - 0.000% 0.000%
h) Foreign Venture Capital Funds - - - 0.000% - - - 0.000% 0.000%
i) Foreign Financial Institutions 30662 - 30662 0.010% 3556 - 3556 0.001% -0.009%
j) Foreign Portfolio Investment 52656640 - 52656640 17.834% 52231238 - 52231238 17.690% -0.144%
SUB TOTAL (B)(1): 69413732 - 69413732 23.509% 72010827 - 72010827 24.389% 0.88%

19
RAJESH EXPORTS LIMITED

Category of No. of Shares held at the beginning No. of Shares held at the end of the year
Shareholders of the year [As on 31-March-2018] [As on 31-March-2019]
% Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares

(2) Non Institutions


a) Bodies corporates
i) Indian 1013408 - 1013408 0. 343% 608033 - 608033 0.206% -0.137%
ii) Overseas - - - 0.000% - - - 0.000% 0.000%
b) Individuals
i) Individual shareholders
holding nominal share
capital upto Rs.1 lakhs 3578374 198772 3777146 1.279% 3207232 194932 3402164 1.151% -0.128%
ii) Individuals shareholders
holding nominal share
capital in excess of
Rs. 1 lakhs 2189875 159000 2348875 0.796% 1653000 159000 1812000 0.614% -0.182%
c) Others (specify)
Trusts - - - 0.000% - - - 0.000% 0.000%
Directors & Their Relatives 10000 5000 15000 0.005% 10000 5000 15000 0.005% 0.000%
Non Resident Indians 50287484 - 50287484 17.032% 49007049 - 49007049 16.598% -0.434%
Clearing Members 1846926 - 1846926 0.626% 1404209 - 1404209 0.476% -0.150%
Hindu Undivided Families 127498 - 127498 0.043% 539876 - 539876 0.183% 0.140%
Foreign Corporate Bodies 7156677 - 7156677 2.424% 6931677 - 6931677 2.348% -0.076%
Foreign National 150 - 150 0.000% - - - 0.000% 0.000%
SUB TOTAL (B)(2): 66210392 362772 66573164 22.548% 63361076 358932 63720008 21.581% -0.967%
Total Public 135624124 362772 135986896 46.057% 135371903 358932 135730835 45.970% -0.087%
Grand Total (A+B) 294897187 362772 295259959 100.000% 294900877 358932 295259809 100.000% 0.000%

ii) Shareholding of Promoters-


SN Shareholder’s Name Shareholding at the beginning Shareholding at the end
of the year % change of the year
No. of % of total % of Shares No. of % of total % of Shares in share-
Shares Shares Pledged / Shares Shares Pledged / holding
of the encumbered of the encumbered during
company to total company to total the year
shares shares
1 Rajesh Jasvantrai Mehta 88181234 29.866 0.000 88437145 29.952 0.000 0.086
2 Prashant Jasvantrai Mehta 37162425 12.586 0.000 37162425 12.586 0.000 0.000
3 Mahesh Jasvantrai Mehta 24041224 8.142 0.000 24041224 8.142 0.000 0.000
4 Bipin Jasvantrai Mehta 7188180 2.435 0.000 7188180 2.435 0.000 0.000
5 Leena Rajesh Mehta 600000 0.203 0.000 600000 0.203 0.000 0.000
6 Jayshree B Mehta 600000 0.203 0.000 600000 0.203 0.000 0.000
7 Manisha P Mehta 600000 0.203 0.000 600000 0.203 0.000 0.000
8 Jasvantrai F Mehta 450000 0.152 0.000 450000 0.152 0.000 0.000
9 Chandrika J Mehta 450000 0.152 0.000 450000 0.152 0.000 0.000

20
iii) Change in Promoter’s shareholding :

SN Particulars Date Reason Shareholding at the Cumulative Shareholding


beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the company the company
Rajesh Jasvantrai Mehta
At the beginning of the year 01/04/2018 88181234 29.866
Changes during the year Increase 255911 0.086 88437145 29.952
At the end of the year 31/03/2019 88437145 29.952

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs
& ADRs)
SN For each of the Date Reason Shareholding at the Cumulative Shareholding
Top 10 shareholders beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the company the company
1 BRIDGE INDIA FUND
At the beginning of the year 01/04/2018 28977340 9.814
Changes during the year NIL
At the end of the year 31/03/2019 28977340 9.814
2 LIFE INSURANCE CORPORATION
OF INDIA
At the beginning of the year 01/04/2018 15598690 5.283
Changes during the year Increase 3085017 1.045 18683707 6.328
At the end of the year 31/03/2019 18683707 6.328
3 DHIRAJLAL JERAMBHAI DHAKAN
At the beginning of the year 01/04/2018 14198702 4.809
Changes during the year NIL
At the end of the year 31/03/2019 14198702 4.809
4 ROHITKUMAR PIPARIA
At the beginning of the year 01/04/2018 14164641 4.797
Changes during the year NIL
At the end of the year 31/03/2019 14164641 4.797
5 SANDEEP DHIRAJLAL DHAKAN
At the beginning of the year 01/04/2018 14132796 4.787
Changes during the year NIL
At the end of the year 31/01/2019 14132796 4.787
6 APMS INVESTMENT FUND LTD
At the beginning of the year 01/04/2018 7156677 2.424
Changes during the year Decrease 225000 -0.076 6931677 2.348
At the end of the year 31/03/2019 6931677 2.348
7 PARTHIBAN
At the beginning of the year 01/04/2018 6423794 2.176
Changes during the year Decrease 1000 -0.001 6422794 2.175
At the end of the year 31/03/2019 6422794 2.175
8 ASIA INVESTMENT
CORPORATION (MAURITIUS)
At the beginning of the year 01/04/2018 4971748 1.684
Changes during the year Increase 225000 0.076 5196748 1.760
At the end of the year 31/03/2019 5196748 1.760

21
RAJESH EXPORTS LIMITED

SN For each of the Date Reason Shareholding at the Cumulative Shareholding


Top 10 shareholders beginning of the year during the year

No. of % of total No. of % of total


shares shares shares shares of
the company the company
9 VANGUARD EMERGING MARKETS
STOCK INDEX FUND, A SERIES
At the beginning of the year 01/04/2018 2493323 0.844
Changes during the year Decrease 134511 -0.045 2358812 0.799
At the end of the year 31/03/2019 2358812 0.799
10 VANGUARD TOTAL
INTERNATIONAL STOCK
At the beginning of the year 01/04/2018 1873145 0.634
Changes during the year Increase 293208 0.100 2166353 0.734
At the end of the year 31/03/2019 2166353 0.734

v) Shareholding of Directors and Key Managerial Personnel :


SN For each of the Date Reason Shareholding at the Cumulative Shareholding
Top 10 shareholders beginning of the year during the year
No. of % of total No. of % of total
shares shares shares shares of
the company the company
RAJESH MEHTA 31/03/2019 88181234 29.866 88437145 29.952
PRASHANTH MEHTA 31/03/2019 37162425 12.586 37162425 12.586
G SHANKER PRASAD 31/03/2019 15000 0.000 15000 0.000
Y VENU MADHAVA REDDY 31/03/2019 0 0.000 0 0.000
VIJAYA LAKSHMI 31/03/2019 0 0.000 0 0.000
VIJENDRA RAO 31/03/2019 0 0.000 0 0.000
JOSEPH T.D 31/03/2019 0 0.000 0 0.000
NIDHI TULSYAN 31/03/2019 0 0.000 0 0.000

V. INDEBTEDNESS - The company is a debt-free company. The company has availed working capital facilities, mainly
against its own fixed deposits as follows: (Rs. in lakhs)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 135,713.37 2,554.45 645.01 138,912.82
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 135,713.37 2,554.45 645.01 138,912.82
Change in Indebtedness during the financial year
Addition 62,945.20 0 0 62,945.20
Reduction 0 (203.76) (3.26) (207.02)
Net Change 62,945.20 (203.76) (3.26) 62,738.18
Indebtedness at the end of the financial year
i) Principal Amount 198,658.57 2,350.69 641.75 201,651.01
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 198,658.57 2,350.69 641.75 201,651.01

22
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in lakhs)
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Rajesh Mehta Prashant Mehta
Executive Chairman Managing Director
1 Gross salary 1.20 1.20 2.40
(a) Salary as per provisions contained in 0 0 0
section 17(1) of the Income - tax
Act, 1961
(b) Value of perquisites u/s 17(2) 0 0 0
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income- tax Act, 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit
- others, specify
5 Others-contribution to funds 0 0 0
Total (A) 1.20 1.20 2.40
Ceiling as per the Act (10% of the net profit) 12,920.72

B. Remuneration to other directors (Rs. in lakhs)

SN. Particulars of Remuneration Name of Directors Total


Amount
Mr. Shanker Mr. Joseph Mr. Venu Ms. Vijaya
1 Independent Directors Prasad T.D Madhav Reddy Lakhsmi
Fee for attending board
committee meetings 0 0 0 0 0
Commission 0 0 0 0 0
Others, please specify 0 0 0 0 0
Total (1) 0 0 0 0 0
2 Other Non-Executive Directors
Fee for attending board
committee meetings 0 0 0 0 0
Commission 0 0 0 0 0
Others, please specify 0 0 0 0 0
Total (2) 0 0 0 0 0
Total (B)=(1+2) 0 0 0 0 0
Total Managerial Remuneration 0 0 0 0 0

Overall Ceiling as per the Act. 1,292.07


(1% of the net profit)

23
RAJESH EXPORTS LIMITED

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD


(Rs. in lakhs)
SN Particulars of Remuneration Name of Key Managerial Personnel
Name Vijendra Rao Nidhi Tulsyan Total
Designation CFO CS
1 Gross salary 4.24 4.2 8.44
(a) Salary as per provisions contained in section 17(1)
of the Income-tax Act, 1961 0 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0
(c) Profits in lieu of salary
under section 17(3)
Income-tax Act, 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit 0 0 0
others, specify 0 0 0
5 Others - Contribution to funds 0 0 0
Total 4.24 4.2 8.44

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :


There were no Penalties, Punishment or Compounding of offences during the year ended March 31, 2019

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA PRASHANT MEHTA
Date : May 29, 2019 Chairman Managing Director
DIN : 00336457 DIN : 00336417

24
Annexure IV
Form No. AOC-1
As on financial year ended on 31.03.2019
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
Rs. in lakhs, except percentage of share holding and exchange rate

Sl. No. Particulars Details


1. Name of the subsidiary REL Singapore Pte Ltd
2. Reporting period April to March
3. Reporting currency and Exchange rate US Dollar and 69.45
4. Share capital 47,745.25
5. Reserves & surplus 427,728.10
6. Total assets 1,152,632.12
7. Total Liabilities 1,152,632.12
8. Investments 83,340.00
9. Turnover 17,347,622.04
10. Profit before taxation 88,007.62
11. Provision for taxation 3,006.71
12. Profit after taxation 85,000.91
13. Proposed Dividend Nil
14. % of shareholding 100%

Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations : Nil
2. Names of subsidiaries which have been liquidated or sold during the year : Nil

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA PRASHANT MEHTA
Date : May 29, 2019 Chairman Managing Director
DIN : 00336457 DIN : 00336417

25
RAJESH EXPORTS LIMITED

Annexure V
Form No. AOC-2
As on financial year ended on 31.03.2019
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company


with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in during the year ended March 31,
2019, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: Valcambi S.A

(b) Nature of contracts/arrangements/transactions: Purchase

(c) Duration of the contracts / arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions


including the value, if any: Purchase (403,839,834,455)

(e) Justification for entering into such contracts or arrangements World’s largest gold-refinery
or transactions supplying gold to the
company for more than
the last 10 years at fair
prices and due to very high
credibility in the
international markets.

(f) Date(s) of approval by the Board: 13-08-2015

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in


general meeting as required under first proviso to section 188: 30-09-2015

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA PRASHANT MEHTA
Date : May 29, 2019 Chairman Managing Director
DIN : 00336457 DIN : 00336417

26
MANAGEMENT DISCUSSION AND ANALYSIS
The company performed excellently well in its export, wholesale and retail business and posted an impressive
profit after tax of Rs. 12920.72 million as compared to Rs. 12657.87 million during last year and excellent
revenues of Rs. 1757631.23 million.
The year 2018-19 was one of the most challenging years for the jewellary sector, but even in these challenging
times Company has kept up its momentum of growth. Company is concentrating its efforts towards increasing
its presence in the retail space to ensure increased profitability, this has yielded results and the profitability
of the Company has increased substantially. We are confident that Company will emerge as a dominant
retail force in the jewellery sector in the times to come. The team of the Company will keep working towards
further growth of profit margins by aggressively expanding its retail foot print and by adding more and
better value added products to its global design portfolio. With its global positioning and with its innovative
and relentless efforts Company will aggressively grow in the coming years both in terms of revenue and
profit. We have also been launching new products across different lines and at different price points in the
retail segment, regularly, so that our customers have a wide range of products to select from to suit their
price points.
REL is consistently working towards its goal of being the first and the only global company, which would
be seamlessly integrated from mining to consumer in a sizeable manner. Currently REL is a seamlessly
integrated company with a small front end and a large middle end of the operations. REL is working towards
strengthening its front end operations, wherein it would be growing its retail presence by increasing the
number of its showrooms globally and by launching an E-commerce platform for global distribution of its
product.
Opportunities & Threats
There is a huge opportunity to move the gold business from unorganized to organized space in many countries
including India and China. The organized segment has tremendous growth prospects. Growing consciousness
of branded jewellery, increasing purchasing power in the Tier I & II locations, and increasing demand for
diamond jewellery are major opportunities for the next 10 to 15 years. The major threat could be changes
in government policy with regard to import and export of gold products.
Risk & Concern
The Company has successfully been in gold business for more than three decades and has developed systems
to mitigate most of the perceivable risks. The Company has ambitious expansion plans in retail to increase
it’s profitability, these plans require large scale and meticulous execution capabilities. Even though the
company has planned it’s execution strategy, there would always be a concern and risk of execution.
MANAGEMENT
The Board of Directors head the Management of the Company, which also includes Whole Time Directors.
The following is the composition of the Board of Directors of the Company as on 31.03.2019.
Sl. No. Name Designation Profession
01. Mr. Rajesh Mehta Executive Chairman He is responsible for the overall functioning
of the company, in addition to being
specifically in-charge of the finance and
marketing functions. He has an experience
of over 35 years in the functioning and
management of the jewellery trade and
has traveled extensively within India and
abroad for establishing a strong network
in the industry. In addition to his post as
Executive Chairman of REL he is a member
of the Export Trade Advisory Committee
of the Bangalore Jewellers Association.
He is also the president of the Karnataka
Jewellery Exports Association.
02. Mr. Prashant Mehta Managing Director He is in charge of the day-to-day functioning
and holds specific charge of the production
unit of REL. He has over 35 years of
experience in the jewellery business and is
recognized as an authority in the production
of Gold products.

27
RAJESH EXPORTS LIMITED

03. Mr. Y Venu Madhava Reddy Non-Executive & He has an experience of over 20 years in
Independent Director Statutory Matters. He advises the Board
on statutory requirements
04. Mr. G. Shanker Prasad Non-Executive & Well known Practicing Company Secretary
Independent Director and Cost Accountant. He advises the Board
with insight on Company Law-related
matters.
05. Ms. Vijaya Lakshmi Non-Executive & She has a vast experience in Human
Independent Director Resource Management, and is an asset to
the Company in this aspect.
06. Mr. Vijendra Rao Chief Financial Officer He has an experience of over 35 years in
the field of finance and accounting. He is
incharge of the financial policies of the
Company.
07. Ms. Aadya Ojha Company Secretary She is a qualified Company Secretary and
is incharge and head of the Secretarial
Department of the Company.

The Board of Directors are efficiently complemented in the day-to-day functioning by a team of highly
qualified professionals with considerable experience and expertise in their respective fields.
HUMAN RESOURCES
The one single major reason which can be attributed to the growth of Rajesh Exports Limited is its people.
Rajesh Exports Limited recognizes the importance of its people, Rajesh Exports Limited has a unique
culture of equality wherein each individual focuses on his task with utmost responsibility. The Company
has a HR policy which emphasizes the need of attaining organizational goals through individual growth
and development. Staff audit and performance appraisal are the key areas of the Company’s HR Policy.
DISCLAIMER
Statements made in Management Discussion and Analysis report may include forward looking statements and
may differ from the actual situation. The important factors that would make a difference to the Company’s
operations include market factors, government regulations and policies, developments within and outside
the country etc.

ANALYSIS OF FINANCIAL PERFORMANCE


a) Key financial Indicators:
2018-2019 2017-2018
Return on Net Worth 14.62% 17.33%
PAT to Sales 0.74% 0.67%
Turnover (Times)/ Fixed Assets 222.21 288.54
Sales / Total Assets (Times) 6.09 7.97

b) Revenues:
The business operations of Rajesh Exports Ltd. for the year 2018-19 resulted in the Company achieving
total revenue of Rs. 1,757,631.23 Million as against Rs. 1,876,861.04 Million during the previous year.
(Rs. in Million)
2018-2019 2017-2018
Operating Revenue 1,757,631.23 1,876,861.04
Other Income 675.38 62.01
Total Revenue 1,758,306.61 1,877,481.05

28
c) Operating Income:
Operating income (excluding other income) for the year 2018-19 has been Rs. 1,757,631.23 Million as
compared to Rs. 1,876,861.04 Million in the previous year.
d) Cost of Revenue:
Cost of goods sold for 2018-19 has been Rs. 1,734,481.78 Million as compared to Rs. 1,853,499.94 Million
in the previous year.
e) Provision for Taxation:
The provision for taxation for 2018-19 has been Rs. 535.26 Million as compared to Rs. 758.57 Million
during the previous year.
f) Debt:
The Company is a debt free Company.
g) Fixed Assets:
The book value of fixed assets for the year ended 31.03.2019 after providing for depreciation has been
Rs 7,909.72 Million.
h) Loans and Advances:
The loans and advances as on 31st March 2019 were Rs. 5,773.78 Million as compared to Rs. 4,923.24
Million during the previous year.
i) Cash and Bank Balances:
REL continues to be a cash positive Company. As on 31st March 2019 the Company had Rs. 150,634.38
Million (Net) as cash and bank balances.
j) Current Liabilities:
The current liabilities as on 31.03.2019 have been Rs. 197,813.32 Million.

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 29, 2019 Chairman

29
RAJESH EXPORTS LIMITED

REPORT ON CORPORATE GOVERNANCE


Rajesh Exports Limited recognises the ideals and importance of corporate governance and acknowledges its
responsibilities towards all its shareholders, employees, customers and regulatory authorities. The Company
believes that a good corporate governance process aims to achieve a balance between the shareholders’ interest
and corporate goals of the Company. It aims to attain the highest levels of transparency, accountability and
integrity to all its shareholders by implementing transparent corporate governance, thereby enhancing the
value of the shareholders and their Company.
Accountability improves decision-making and transparency helps to explain rationale behind decision-making
and reinforces the shareholders’ confidence in the company.

BOARD OF DIRECTORS
The Composition of the Board of Directors
The Board of the Company is comprised of Executive and Non-Executive Directors. As on March 31, 2019,
the strength of the Board was Five Directors comprising of two Executive including the Chairman of the
Company and three Non-Executive Directors. Sixty per cent of the Board is comprised of Independent Directors.
The details of the Board of Directors as on March 31, 2019 are given below:

Category Name of the Directors Number of Composition No. of No. of Board No. of Board
Directors % Directorship’s Meetings Meetings
in other of REL of REL
Companies Held Attended
Executive
2 40%
Directors
Promoter
Executive 1. Mr. Rajesh Mehta Nil 08 08
Chairman

Managing
Director 2. Mr. Prashant Mehta Nil 08 08

Independent &
Non-Executive 3 60%
Directors
1. Mr. Y Venu Nil 08 05
Madhava Reddy
2. Mr. G. Shanker 1.SME 08 06
Prasad Development
Center
2.Gopichand
Rohra &
Associates
Pvt. Ltd
3. Ms. Vijaya Lakshmi Nil 08 08
The Company has not entered into any transactions with its Directors or relatives which would affect the
interest of the Company at large.

30
Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing
Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation
25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge
their duties. Based on the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI
Listing Regulations and that they are independent of the management.
BOARD MEETINGS
During the year 2018-19, (8) board meetings were held as follows and the necessary quorum was present
for all the meetings.
Sl. No. 1 2 3 4 5 6 7 8
Date 07.04.2018 30.05.2018 14.08.2018 01.09.2018 20.10.2018 14.11.2018 29.11.2018 01.02.2019
COMMITTEES OF DIRECTORS
The Board has constituted Committees of Directors to deal with matters which need quick decisions and timely
monitoring of the activities falling within their terms of reference. The Board Committees are as follows.
AUDIT COMMITTEE
The Audit Committee presently comprises of one Executive Director viz Mr. Rajesh Mehta, and two non-
executive Directors viz Mr. G. Shanker Prasad and Mr. Y. Venu Madhava Reddy. During the year under
review the Committee held four meetings.
The terms of reference of the Audit Committee are in accordance with Clause 18(i) and (ii) of SEBI (Listing
obligation disclosure requirement), 2015 of the Stock Exchanges read with section 177 of CA 2013 Act which
inter-alia includes the following:
a) Overseeing the Company’s financial reporting process and to ensure correct, adequate and credible
disclosure of financial information.
b) Recommending the appointment and removal of external auditors and fixing their fees.
c) Reviewing the annual financial statements, with special emphasis on accounting policies and practices,
compliance with accounting standards and other legal requirements concerning financial statements.
d) Reviewing the adequacy of the audit and compliance function, including their policies, procedures,
techniques and other regulatory requirements.
The Audit Committee of the Company met four times during the year. (30.05.18, 14.08.18, 14.11.18 & 01.02.19)
Name of the Member Status Category No. of No. of
Meetings Meetings
held Attended
Mr. Y. Venu Madhava Reddy Chairman Independent & Non-Executive Director 4 4
Mr. G Shanker Prasad Member Independent & Non-Executive Director 4 4
Mr. Rajesh Mehta Member Executive Chairman 4 4

STAKEHOLDERS RELATIONSHIP COMMITTEE


The Stakeholders Relationship Committee (Shareholders and Investor Grievance Committee) presently
comprises of Mr. Y. Venu Madhava Reddy, Mr. G Shanker Prasad and Mr. Rajesh Mehta. The Committee
approves and monitors transfers, transmissions, redressal, splitting and consolidation of shares issued by
the Company and issue of duplicate share certificates. The Committee also monitors Redressal of complaints
from shareholders relating to transfer of shares, non-receipt of balance sheet, dividends etc. and reviewing
the share transfers executed by S.K.D.C. Consultants Ltd.
No. of investor complaints received during the year : 1
No. of complaints resolved : 1
No. of complaints pending : 0

31
RAJESH EXPORTS LIMITED

The Committee is chaired by Mr. Y. Venu Madhava Reddy, who is a non executive director. The Committee
held four meetings during the year. (30.05.18, 14.08.18, 14.11.18 & 01.02.19)
Name of the Member Status Category No. of No. of
Meetings Meetings
held Attended
Mr. Y. Venu Madhava Reddy Chairman Independent & Non-Executive Director 4 4
Mr. G Shanker Prasad Member Independent & Non-Executive Director 4 4
Mr. Rajesh Mehta Member Executive Chairman 4 4

Ms. Nidhi Tulsyan, Company Secretary is the Secretary to the Stakeholders Relationship Committee and
the Compliance Officer of the Company.
During the financial year, there were no complaints from shareholders which were pending as on March
31, 2019.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Reg. 19 of the SEBI (Listing obligation disclosure requirement), 2015 and Section 178 of the Act,
the Board has re-constituted and renamed the Remuneration Committee as Nomination and Remuneration
Committee and adopted new terms of reference.
The terms of reference for the Nomination and Remuneration Committee includes
• To formulate a Nomination and Remuneration Policy on:
v determining qualifications, positive attributes and independence of a director.
v guiding remuneration of Directors, Key Managerial Personnel (“KMP”) and other employees and
Board diversity.
• Recommend Nomination and Remuneration Policy to the Board.
• Identify candidates who are qualified to become Directors.
• Identify persons who are qualified to become Senior Management (Senior Management of the Company
means employees of the Company who are Divisional Heads and Corporate Functional Heads).
• Recommend to the Board the appointment and removal of Directors and Senior Management.
• Lay down the process for evaluation of the performance of every Director on the Board.
• The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders.
During the period under review, the Nomination and Remuneration Committee met once on November 14,
2018. The Policy on Nomination, Remuneration and Evaluation of Directors and KMP is annexed herewith
as Annexure VI.
Constitution of the Nomination and Remuneration Committee and attendance details during the financial
year ended March 31, 2019 are given below:

Name of the Member Status Category No. of No. of


Meetings Meetings
held Attended
Mr. Y. Venu Madhava Reddy Chairman Independent & Non-Executive Director 1 1
Mr. G Shanker Prasad Member Independent & Non-Executive Director 1 1
Ms. Vijaya Lakhsmi Member Independent & Non-Executive Director 1 1
Mr. Rajesh Mehta Member Executive Chairman 1 1
RISK MANAGEMENT COMMITTEE
Evaluation of Business Risk and managing the risk has always been an ongoing process in the Company.
The Company has set up a robust risk management framework to identify, monitor and minimize risk

32
and also to identify business opportunities. The Audit Committee also functions as the Risk Management
Committee. The objectives and scope of the RMC comprises of an oversight of risk management performed
by the executive management, review RMC policy and framework in line with local legal frame work and
SEBI guidelines and defining framework in identification, assessment, monitoring, mitigation and reporting
risks.
During the financial year under review the RMC met one time on January 11, 2019.
Details of constitution and attendance details of the RMC as on March 31, 2019 are given below:
Name of the Member Status Category No. of No. of
Meetings Meetings
held Attended
Mr. Prashant Mehta Chairman Managing Director 1 1
Mr. Y. Venu Madhava Reddy Member Independent & Non-Executive Director 1 1

Ms. Vijaya Lakshmi Member Independent & Non-Executive Director 1 1

CORPORATE SOCIAL RESPONSIBLITY COMMITTEE


Pursuant to Section 135 of the Act the Board constituted the CSR Committee. The CSR Committee provides
guidance on various CSR activities to be undertaken by the Company and monitors its progress.
The terms of reference for the CSR Committee include:
• Formulate a CSR Policy which shall indicate activities to be undertaken by the Company.
• Recommend the CSR Policy to the Board.
• Recommend the amount of expenditure to be incurred on the activities.
• Monitor the Policy from time to time as per the CSR Policy.
During the financial year under review the CSR Committee met two times on November 14, 2018 and
February 01, 2019.
Details of constitution and attendance details of the CSR Committee as on March 31, 2019 are given below:
Name of the Member Status Category No. of No. of
Meetings Meetings
held Attended
Mr. Rajesh Mehta Chairman Executive Chairman 2 2
Mr. Y. Venu Madhava Reddy Member Independent & Non-Executive Director 2 2
Mr. G Shanker Prasad Member Independent & Non-Executive Director 2 2

Annual Report on CSR activities is a part of the Directors’ Report detailing the CSR projects undertaken
by the Company and is annexed herewith as Annexure VII.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on 01.02.2019 interalia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;
2. Evaluation of the performance of Chairman of the Company taking into account, the views of Executive
and Non Executive Directors.
3. Evaluation of the quality content and time lines of flow of information between the management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the meeting. The terms and conditions of appointment of
independent directors are disclosed in the website of the company.
REMUNERATION OF DIRECTORS
The Directors’ remuneration includes consolidated remuneration paid to Mr. Rajesh Mehta, Executive Chairman,
and Mr. Prashant Mehta, Managing Director, amounting to Rs. 2,39,976/- per annum. Independent and non
executive directors do not receive any remuneration or sitting fees from the Company.

33
RAJESH EXPORTS LIMITED

ANNUAL GENERAL BODY MEETINGS


Details of Previous Annual General Meetings of the company held during last three years;
Last 3 AGM’s Date/Time of AGM Venue
22nd AGM September 30, 2016 Guru Raja Kalyana Mantap, Crescent Road,
@ 12.00 Noon Bengaluru

23rd AGM September 29, 2017 Guru Raja Kalyana Mantap, Crescent Road,
@ 12.00 Noon Bengaluru

24th AGM September 29, 2018 Guru Raja Kalyana Mantap, Crescent Road,
@ 12.00 Noon Bengaluru

No resolutions were passed through postal ballot during the last three financial years.
DISCLOSURE
Disclosures on materially significant related party transactions that may have potential conflict with the
interest of the Company at large.
These disclosures have been made under related party transactions in Note no. 26 to financial statements
of the Company, which form part of annual report.
No penalties or strictures were imposed on the Company by any of the Stock Exchanges, Securities and
Exchange Board of India or any statutory authority, on any matters related to capital market, during the
last three years. The Company has complied with all the mandatory and non-mandatory requirements of the
Listing Regulations relating to Corporate Governance. According to the recently added requirement under
Regulation 24(A) of the Listing Regulations added, on February 8, 2019, Annual Secretarial Compliance
certificate (for the year ended March 31, 2019) from Practicing Company Secretary Mr. Deepak Sadhu was
sent to the Stock Exchanges on May 29, 2019. This and the Certificate from Practicing Company Secretary
Mr. Deepak Sadhu that none of the Directors on the Board of the Company have been debarred or disqualified
from being appointed or continuing as directors of the Company by the Securities and Exchange Board of
India/ Ministry of Corporate Affairs or any such statutory authority were placed before the Board of Directors
at their meeting held on May 29, 2019.
MEANS OF COMMUNICATION
The Company’s quarterly and half yearly un–audited results and audited annual results were published
in the leading print media, both in regional language and English having nation-wide circulation and also
through various information notices sent to Stock Exchanges about the latest developments in the Company.
Our Company’s web site i.e. www.rajeshindia.com is regularly updated regarding the corporate actions
undertaken by the Company.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting : 30th September 2019, Monday at 12.00 Noon
at Guru Raja Kalyana Mantap, No 21, Crescent Road,
Bengaluru - 560 001.
INVESTOR HELP-DESK
Share transfers, dividend payments and all other investor related activities are attended to and processed at
the Office of our Registrars and Transfer Agents. For lodgment of transfer deeds and any other documents
for any grievances / complaints kindly contact at the following address:-
M/s. S.K.D.C. CONSULTANTS LIMITED
Kanapathy Towers, 3rd Floor ; 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641 006.
Phone: 0422 - 4958995; 2539835-36 Fax: 0422-2539837. E-mail: info@skdc-consultants.com.
The powers to approve share transfers and dematerialization requests have also been delegated to some of
the executives of the company in order to avoid delays that may arise due to non-availability of the Members
of the Stakeholders Relationship Committee.

34
Name of the Company Secretary and Compliance Officer: Ms. Nidhi Tulsyan, Phone No: 080-42842151.
E-mail: compsect@rajeshindia.com
No request for share transfers received up to 31st March 2019.

FINANCIAL CALENDAR FOR THE YEAR 2018-19

Financial Year April 1, 2018 to March 31, 2019

Board Meeting for considering audited accounts and recommendation


of dividend for the year ended March 31, 2018 May 30, 2018

Board Meeting for considering Un-Audited Results for the First Quarter August 14, 2018

Board Meeting for considering Un-Audited Results for the Second Quarter November 14, 2018

Board Meeting for considering Un-Audited Results for the Third Quarter February 01, 2019

Board Meeting for considering Audited Results for the financial year
ended March 31, 2019 and recommendation of Dividend May 29, 2019

Posting of Annual Reports On/before September 04, 2019

Book Closure Date September 24, 2019 to


September 30, 2019

Date of Annual General Meeting September 30, 2019

Probable date for dispatch of Dividend Warrants Second week of October 2019

LISTING ON STOCK EXCHANGES


National Stock Exchange of India Ltd. (Exchange Code: rajeshexpo)
Bombay Stock Exchange Ltd. (Exchange Code: 531500)

MONTHLY HIGH AND LOW QUOTATION AND VOLUME OF SHARES TRADED FROM
01.04.2018 TO 31.03.2019
Period Highest Quotation Lowest Quotation Volume of Turnover
in Rs. in Rs. shares Traded Rs. in Millions
@ Re. 1 / share NSE BSE NSE BSE NSE BSE NSE BSE
April, 2018 745.15 768.95 674.95 679.50 4538838 827496 3187.19 5809.34
May, 2018 729.05 728.00 581.45 586.00 3845644 973253 2480.57 6278.01
June, 2018 619.40 628.00 584.00 582.50 7325966 523815 4414.46 3154.12
July, 2018 606.90 608.00 559.65 561.95 18752093 683239 10766.50 3926.35
August, 2018 687.80 681.90 562.00 565.00 19827664 1239736 12725.08 7919.90
September, 2018 778.45 786.85 631.20 635.00 19243512 1069853 13662.58 7630.19
October, 2018 784.80 700.00 542.05 544.00 7104988 1079332 4365.94 6592.39
November, 2018 579.15 602.50 559.00 559.00 8082832 1085436 4606.25 6186.93
December, 2018 604.95 597.30 562.00 562.10 5313387 2346335 3033.76 13382.89
January, 2019 625.00 648.00 567.00 566.00 6451411 1240804 3772.71 7213.04
February, 2019 622.10 638.40 553.10 555.00 7875324 943424 4528.10 5408.46
March, 2019 680.00 698.00 566.00 567.00 7213351 916933 4567.61 5716.68

35
RAJESH EXPORTS LIMITED

DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH 2019

Value (in Rs.) No. of share holders % Amount (Rs) %


Up to 5,000 24,582 99.07 3,174,362 1.08
5,001 to 10,000 63 0.25 457,751 0.16
10,001 to 20,000 34 0.14 478,702 0.16
20,001 to 30,000 20 0.08 513,965 0.17
30,001 to 40,000 16 0.06 542,818 0.18
40,001 to 50,000 09 0.04 397,492 0.13
50,001 to 1,00,000 19 0.08 1,377,303 0.47
1,00,001 and above 71 0.29 288,317,566 97.65
TOTAL 24,814 100 295,259,959 100

CATEGORIES OF SHAREHOLDERS AS ON 31st MARCH 2019


Category No of Shares %
Indian Promoters 159,528,974 54.030
Foreign Institutional Investors 64,363,219 21.800
Private Corporate Bodies 608,033 0.210
Indian Public/Mutual Fund/
Financial Institutions etc 21,752,684 7.360
NRI’s / OCB’s 49,007,049 16.600

TOTAL 295,259,959 100

DEMATERIALIZATION OF EQUITY SHARES


The Company’s shares are under compulsory dematerialization list and can be transferred only through
depository system. The Company entered into tripartite agreement with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the dematerialization
of shares. As on 31.03.2019, 99.88% shares of the Company were in electronic form.
No. of shares % of holding
No of shares held in CDSL 8,964,524 3.036
No of shares held in NSDL 285,936,503 96.842
Total No. of shares held in Demat form 294,901,027 99.878
No. of shares held in Physical form 358,932 0.122
GRAND TOTAL 295,259,959 100
CODE OF CONDUCT
Declaration by the Managing Director under Reg. 26 of the SEBI (Listing obligation disclosure requirement),2015
regarding compliance with Code of Conduct in accordance with Reg. 26 of the SEBI (Listing obligation
disclosure requirement), 2015 with the Stock Exchanges.
I hereby confirm that, all Board Members and Senior Management Personnel of the Company have affirmed
compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31, 2019.
Place: Bengaluru PRASHANTH MEHTA
Date : May 29, 2019 Managing Director

36
CHIEF EXECUTIVE OFFICER (CEO) &
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
To
The Board of Directors
Rajesh Exports Limited
We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Rajesh Exports
Limited (“the Company”), to the best of our knowledge and belief certify that:
a. We have reviewed the financial statements and the cash flow statement for the Financial Year ended 31st March,
2019 and based on our knowledge and belief, we state that :
i. These statements do not contain any materially untrue statements or omit any material fact or contain statements
that might be misleading.
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
during the year which are fraudulent, illegal or in violation of the Company’s code of Conduct.
c. We hereby declare that all the members of the Board of Directors and Management Committee have confirmed
compliance with the Code of Conduct as adopted by the Company.
d. We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the
same over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee,
deficiencies if any in the design or operation of such internal controls.
e. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Committee:
i. that there are no significant changes in internal control over financial reporting during the year;
ii. that there are no significant changes in accounting policies during the year; and
iii. that there are no instances of significant fraud of which we have become aware

Place: Bengaluru VIJENDRA RAO PRASHANT MEHTA


Date: May 29, 2019 Chief Financial Officer Managing Director
DIN- 00336417

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE


To,
The Members,
M/s. RAJESH EXPORTS LIMITED
We have examined the compliance of conditions of Corporate Governance by Rajesh Exports Limited (“the Company”) for
the year ended on 31st March 2019, as stipulated in Reg. 27 of the SEBI(Listing obligation disclosure requirement),2015 of
the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been
limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In our opinion, and to the best of our information and according to the explanations given to us, and the representations made
by the Directors and Management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in Reg. 27 of the above-mentioned SEBI(Listing obligation disclosure requirement), 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the company.
For M/S P. V. RAMANA REDDY & CO.
Chartered Accountants
Firm Regn. No. 0071565
Sd/-
Place : Bengaluru (P. V. Ramana Reddy)
Date : May 29, 2019 Proprietor
Mem No 204588

37
RAJESH EXPORTS LIMITED

Annexure VI

NOMINATION AND REMUNERATION POLICY


Introduction : This Policy on nomination and remuneration of Directors, Key Managerial Personnel and
Senior Management has been formulated by the Nomination and Remuneration Committee and approved
by the Board of Directors. Details of the Committee and of the Policy are as under:
Objectives of the Committee: The Committee shall:
1. Identify persons who are qualified to become Directors and who may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board their appointment and removal
vide Section 178 of Companies Act, 2013
2. Formulate the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees vide Section 178 of Companies Act, 2013.
Applicability:- The Policy is applicable to
• Directors (Executive and Non Executive)
• Key Managerial Personnel
• Senior Management Personnel
General Appointment Criteria:
i. The Company is required to appoint a MD/Manager/CEO and in their absence a WTD as one of
the KMPs. The Company is also required to appoint a Company Secretary and a Chief Financial
Officer. The Company may also appoint a Chief Executive Officer who may or may not be a
Director.
ii. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management level
and accordingly recommend to the Board his / her appointment.
iii. The Company shall ensure that the person so appointed as Director/ Independent Director/ KMP/
Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules
made thereunder, Listing Regulations or any other enactment for the time being in force.
iv. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as
per the procedure laid down under the provisions of the Companies Act, 2013, rules made there
under, Listing Regulations or any other enactment for the time being in force.
v. The appointees in various designations shall be qualified for the post.
vi. Letters of Appointment - Each Director/KMP/Senior Officials is required to sign the letter of
appointment with the Company containing the terms of appointment and the role assigned in
the Company.

Additional Criteria for Appointment of Independent Directors:


The Committee shall consider qualifications and appointment for Independent Directors as per the provisions
of Clause 19 (1) and (2) of the Listing Regulations and the Companies Act, 2013.
Remuneration:
The Committee will recommend the remuneration to be paid to the Managing Director, Whole-Time Director,
KMP and Senior Management Personnel to the Board for their approval. The level and composition of
remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and
motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the

38
Company successfully. The relationship of remuneration to performance should be clear and meet appropriate
performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay
wherever considered reasonable, reflecting short and long-term performance objectives appropriate to the
working of the company and its goals. Payment of bonus, contribution to Provident and other Funds, ESI
etc. shall be in accordance with the regulations.
Constitution of the Nomination and Remuneration Committee:
The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it
consistent with the Company’s policy and applicable statutory requirement. At present, the Nomination and
Remuneration Committee has been constituted by the Board of Directors.
Policy on Board diversity:
The Board of Directors shall have the optimum combination of Directors from the different areas / fields
like Production, Management, Quality Assurance, Finance, Sales and Marketing, Supply chain, Research
and Development, Human Resources etc. or as may be considered appropriate. The Board shall have at
least one Board member who has accounting or related financial management expertise and at least three
members who are financially literate.
Deviations and Changes to the Policy:
The Board may vary the above policy on need basis in accordance with the applicable laws in force. The
Remuneration Committee may review the above policy from time to time to cope with the changed scenario
and manpower requirements and suggest suitable changes on its own or at the request of the Board.
For and on behalf of the Board
Sd/-
Place : Bengaluru RAJESH MEHTA PRASHANT MEHTA
Date : May 29, 2019 Chairman Managing Director
DIN : 00336457 DIN : 00336417

39
RAJESH EXPORTS LIMITED

Annexure VII

CORPORATE SOCIAL RESPONSIBILITY REPORT


1. A brief outline of the company’s CSR Policy, including overview of projects or programs proposed to
be undertaken is available on the Company’s website.
The Company will take up community and socially focused activities, with particular emphasis on the
following activities, hereinafter referred to as “CSR activities”:
i. Promoting preventive and general health care, sanitation including contribution to the Swach
Bharat Kosh set up by the Central Government for the promotion of sanitation and provision of
safe drinking water.
ii. Promoting education by providing financial assistance to deserving educational institutions,
meritorious students, including special education and employment enhancing vocation skills
especially among children, women elderly and differently abled, promoting livelihood enhancement
projects and road safety projects with special emphasis on training programmes.
iii. Promoting gender equality, empowering women, setting up homes and hostels for women and
orphans, setting up old age homes day care center and such other facilities for senior citizens.
iv. Ensuring environmental sustain-ability, ecological balance, protection of Flora and Fauna, animal
welfare, agroforestry conservation of natural resources and maintaining quality of soil, air and
water including contribution to the Clean Ganga Fund set up by the Central Government for
rejuvenation of the Ganga.
v. Protection of National heritage, art and culture, including restoration of building and sites of
historical importance and works of art, setting up public libraries, promotion and development
of traditional arts and handicrafts.
vi. Contribution or funds provided to technology incubators located within academic institutions
which are approved by the Central Government;
vii. Contributing to rural development projects; and
viii. Such other activities and projects covered in Schedule VII to the Companies Act, 2013 and
notifications made by the Ministry from time to time.
2. Composition of the CSR Committee as on 31st March 2019
Sl No. Name of Member Status Category
1 Mr. Rajesh Mehta Chairman Executive Chairman
2 Mr. G. Shanker Prasad Member Independent Director
3 Mr. Y V Madhva Reddy Member Independent Director

3. Average net profit of the Company on standalone basis for last three financial years u/s 135 of
Companies Act 2013
Particulars Rs. in lakhs
Net Profit for the year 2015-16 51,005.08
Net Profit for the year 2016-17 48,605.63
Net Profit for the year 2017-18 48,840.11
Average Net Profit 49,483.61

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)


2% on the Average Net Profits as stated above shall amount to Rs. 989.67 lakhs

40
5. Details of CSR Expenditure in FY 2018-19
Total amount spent in the Financial Year 2018-19 is Rs. 47.15 lakhs
6. Details of the Amounts Spent on CSR Projects during the Financial Year 2018-19
S.No. CSR Project Sector in Product or Programme Amount Outlay Amount Spent on Amount Spent
or activity which the (i) Local Area (Budget) or the projects or directly or
identified project is (ii) Specify state programme wise programme through Agency
covered
1 Health Health Care Local Area 18.00 lakhs 17.80 lakhs Directly
2. Education Education Local Area 30.00 lakhs 29.35 lakhs Directly

7. In case the company has failed to spend the two percent of the average net profit of the
last three financial years or any part thereof, the company shall provide the reasons for
not spending the amount in its Board report.
The average Net Profit of the Company on a standalone basis during the last three Financial Years
amounts to Rs.49,483.61 lakhs and 2% of such average Net Profit works out to Rs. 989.67 lakhs which
is the amount of CSR expenditure the Company was required to incur during the Financial Year 2018-
19. As against this, the total amount spent by the Company on CSR Projects during FY 2018-19 was
Rs.47.15 lakhs. The reasons for the shortfall in CSR expenditure is primarily that the Company did
not get adequate number of eligible projects.
8. A responsibility statement of the CSR Committee that the implementation and monitoring
of CSR Policy, is in compliance with CSR objectives and Policy of the company.
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of
the company.

Place: Bengaluru RAJESH MEHTA


Date: May 29, 2019 Chairman, CSR Committee

41
RAJESH EXPORTS LIMITED
Annexure VIII

BUSINESS RESPONSIBILITY REPORT


(As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Introduction
Our objective is to firmly establish ourselves as a global leader in the value chain of Gold. Currently in
terms of revenues REL is the largest gold company in the world. REL is the only company which is fully
integrated across the value chain of gold. REL has nurtured a team of professionals who are specialized in
the relevant vertical of gold business. REL has built the required infrastructure and developed practices and
systems to emerge as a global leader in gold business in terms of quality, innovation, revenues and profits.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY


1. Corporate Identity Number (CIN): L36911KA1995PLC017077
2. Name of the Company: Rajesh Exports Limited
3. Registered address: #4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru-560001
4. Website: www.rajeshindia.com
5. E-mail id: corpcomm@rajeshindia.com
6. Financial Year reported: 2018-19
7. Sector(s) that the Company is engaged in (industrial activity code-wise)
Manufacturer of Gold and Gold Products. National Industrial Classification (NIC) Code: 321
8. Three key products/services manufactured (as in balance sheet):
(i) Gold Products
9. Total number of locations where business activity is undertaken:
Business activities of REL are spread across multiple locations in India and other parts of the world.
10. Markets served by the Company:
REL serves markets across the world mainly in Europe, Asia, North America and Australia.

SECTION B: FINANCIAL DETAILS OF THE COMPANY


1. Paid up Capital : Rs. 29.52 Crores
2. Total Turnover : Rs. 1,757,631.23 million
3. Total profit after taxes : Rs. 12,920.72 million
4. Total spending on Corporate Social Responsibility (CSR) as percentage of PAT: Rs. 4.71 million
which is 0.11% of the Standalone PAT
5. List of activities in which expenditure has been incurred:
i. Health Care
ii. Social

42
SECTION C : OTHER DETAILS
1. Does the Company have any subsidiary company/ companies?
Yes.
2. Do the subsidiary company/companies participate in the BR initiatives of the parent company?
If yes, then indicate the number of such subsidiary company(s).
Each subsidiary company has its own BR initiative in its respective area of operations.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business
with participate in the BR initiatives of the Company? If yes, then indicate the percentage
of such entity/entities? [>30%, 30-60%, < 60%]
No.

SECTION D : BR INFORMATION
1. a. Details of Director/Directors responsible for BR implementation of the BR policy/policies
i. Name : Mr. Prashant Mehta
ii. DIN Number : 00336417
Designation : Managing Director
iii.
iv. Telephone Number : 080-42842112
v. E-mail id : md@rajeshindia.com
Details of BR head
b.
i. Name : Ms Nidhi Tulsyan
ii. Designation : BR Head
Telephone Number : 080-42842151
iii.
iv. E-mail id : compsect@rajeshindia.com

2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)


The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business
released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These
are as follows:
P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability
P2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle
P3 Businesses should promote the well-being of all employees
P4 Businesses should respect the interests of and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalised
P5 Businesses should respect and promote human rights
P6 Business should respect, protect and make efforts to restore the environment
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
P8 Businesses should support inclusive growth and equitable development
P9 Businesses should engage with and provide value to their customers and consumers in a responsible
manner

43
RAJESH EXPORTS LIMITED

Principle Wise Policies P1 P2 P3 P4 P5 P6 P7 P8 P9


1 Do you have a policy/policies for: Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with
Y Y Y Y Y Y Y Y Y
the relevant stakeholders?

3 Does the policy conform to any national/ The spirit and intent of the policies is
international conventions and are they captured to ensure that all applicable national
in the policies standards? If yes, specify? (50 words)
and international laws as well as
international conventions are captured
in the policies.

4 Has the policy been approved by the Board? If yes, Y Y Y Y Y Y Y Y Y


has it been signed by MD/owner/CEO/appropriate
Board Director?
5 Does the Company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board/Director/Official to oversee the
implementation of the policy?
6 Indicate the link for the policy to be viewed online? http://www.rajeshindia.com/corporate-governance
7 Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
8 Does the Company have in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/policies.
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/policies to address
stakeholders’ grievances related to the policy/
policies?
10 Has the Company carried out independent audit/ Y Y Y Y Y Y Y Y Y
evaluation of the working of this policy by an
internal or external agency?

3. Governance related to BR
i. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO
assess the BR performance of the Company. Within three months, 3-6 months, annually,
more than 1 year:
Quarterly
ii. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for
viewing this report? How frequently it is published?
The Corporate Sustainability Report for Rajesh Exports is published annually and uploaded on its
website.
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1 - Business should conduct and govern themselves with Ethics, Transparency and
Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? (Yes/No).
Does it extend to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/Others?
Yes. The policy extends to the whole Group.

44
2. How many stakeholder complaints have been received in the past financial year and what
percentage was satisfactorily resolved? If so, provide details thereof, in about 50 words or
so.
One complaint has been received and was also resolved in the past financial year.
Principle 2 - Businesses should provide goods and services that are safe and contribute to
sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and/or opportunities.
• Non cadmium jewellery: We have developed laser soldered jewellery which ensures that the jewellery
is free from cadmium soldering. Removing the usage of cadmium has resulted in better environment and
better health of the workers working on the jewellery.
• No Making Charges No Wastage: We have introduced Real Rate Per Gram to retail consumers by
which we are not charging Wastage and Making Charges to the consumers, which is ensuring the demolition
of the age old practice wherein the consumers were made to pay for non existent costs like wastage and
making charges. This has ensured a saving of 10 to 15% to the retail consumer.
• Exact 22 Cts purity: We have introduced gold jewellery of exact 22 Cts purity even upon melting the
jewellery. Each one of the pieces of our jewellery is hall marked as per BIS standards, which ensures that
the consumers get the correct purity of gold which they are buying. This has ensured that the customers
do not pay for 22 Cts and get inferior quality.
2. For each such product, provide the following details in respect of resource use (energy, water,
raw material etc.) per unit of product (optional):
i. Reduction during sourcing/production/distribution achieved since the previous year throughout
the value chain?
All the three products which have been mentioned above have resulted in savings to the consumers, better
working environment for the workers and have negated the harmful effect of cadmium on the environment.
It is not feasible to measure the reduction of resource use in these products.
ii. Reduction during usage by consumers (energy, water) has been achieved since the previous
year?
Our products are gold products which are for consumer usage and investment hence there is no usage of
energy or water by the consumers in our products.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof.
Yes. 100% of the inputs were sourced sustainably.
4. Has the Company taken any steps to procure goods and services from local & small producers,
including communities surrounding their place of work? If yes, what steps have been taken
to improve their capacity and capability of local and small vendors?
Yes. Other than the basic raw material (Gold) REL procures a large part of its requirements of goods and
services from local and small producers. We constantly advice and guide the local and small producers
for improving their capacity and capability.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the
percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide
details thereof.
We do not produce any significant waste and all our products are recyclable because they are gold
products.

45
RAJESH EXPORTS LIMITED

Principle 3 - Businesses should promote the well-being of all employees


1. Total number of employees: 409
2. Total number of employees hired on temporary/ contractual/casual basis: NIL
3. Number of permanent women employees: 31
4. Number of permanent employees with disabilities: NIL
5. Do you have an employee association that is recognised by management?
No.
6. What percentage of your permanent employees is members of this recognised employee
association?
N.A
7. Please indicate the number of complaints relating to:
(i) Child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending,
as on the end of the financial year; (ii) Sexual harassment; (iii) Discriminatory employment.
No complaints with regard to the above mentioned categories were reported in Financial Year 2018-19
8. What percentage of your under mentioned employees were given safety and skill up-gradation
training in the last year?
100% of our employees have been given safety training and 100% of our employees are given skill
development training in their respective fields.
Principle 4 - Businesses should respect the interests of and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalised
1. Has the Company mapped its internal and external stakeholders?
Yes.
2. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalised
stakeholders?
Yes.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged,
vulnerable and marginalised stakeholders. If so, provide details thereof, in about 50 words
or so.
We have provided residential facilities to all our employees who do not have their residential facility.
We have ensured good education to the children of our marginalized employees and we have provided
medical facilities to our marginalized employees and their children. We have also provided free canteen
facility to all our employees.
Principle 5 - Businesses should respect and promote human rights
1. Does the policy of the Company on human rights cover only the Company or extend to the
Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?
Policy extends to all suppliers/contractors while their provisions also being applicable to other business
partners.
2. How many stakeholder complaints have been received in the past financial year and what
percent was satisfactorily resolved?
There have been no stake holder complaints received in this category during the past financial year.

46
Principle 6 - Business should respect, protect and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint
Ventures/ Suppliers/Contractors/NGOs/others.
Policy extends to all suppliers/contractors while their provisions also being applicable to other business
partners.
2. Does the Company have strategies/initiatives to address global environmental issues such as
climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.
No.
3. Does the Company identify and assess potential environmental risks?
Yes.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide
details thereof, in about 50 words or so. Also, if yes, is any environmental compliance report
filed?
None of our activities damage the environment, most of our activities are environment friendly.
5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency,
renewable energy, etc? Y/N. If yes, please give hyperlink for web page etc.
No. Our activities use minimum energy and they are environment friendly.
6. Are the emissions/waste generated by the Company within the permissible limits given by
CPCB/SPCB for the financial year being reported?
Yes.
7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not
resolved to satisfaction) as on end of financial year.
NIL
Principle 7 - Businesses, when engaged in influencing public and regulatory policy, should do
so in a responsible manner
1. Is your Company a member of any trade and chamber or association? If Yes, name only those
major ones that your business deals with.
Yes. REL is a member of:
i. The Jewellers Association Bangalore (JAB)
ii. Federation of Karnataka Chamber of Commerce and Industries (FKCCI)
iii. Federation of Indian Export Organisation (FIEO)
iv. Export Promotion Council for EOU’s and SEZ’s (EPCES)
v. India Bullion and Jewellers Association Limited (IBJA)
2. Have you advocated/lobbied through above associations for the advancement or improvement
of public good? Yes/No. If yes specify the broad areas.
Yes. The broad areas were:
• Governance and Administration
• Economic Reforms
• Inclusive Development Policies
• Energy Security
• Sustainable Business Principles

47
RAJESH EXPORTS LIMITED
Principle 8 - Businesses should support inclusive growth and equitable development
1. Does the Company have specified programmes/ initiatives/projects in pursuit of the policy
related to Principle 8? If yes, details thereof.
Yes. REL focusses on responsible business practices with community centric interventions.
2. Are the programmes/projects undertaken through in-house team/own foundation/external
NGO/government structures/any other organisation?
The programmes are undertaken through in house teams.
3. Have you done any impact assessment of your initiative?
No.
4. What is your Company’s direct contribution to community development projects – Amount
in INR and the details of the projects undertaken?
REL direct contribution to community development is Rs. 47.15 lakhs.
This amount was spent under the broad categories of:
a) Health Care
b) Social
5. Have you taken steps to ensure that the community successfully adopts this community
development initiative? Please explain in 50 words, or so.
We have put in our efforts to provide these facilities to the respective community, the adoption
of these measures is taken care of by the respective institutions to whom we have provided
the funds.

Principle 9 - Businesses should engage with and provide value to their customers and consumers
in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial
year
NIL
2. Does the Company display product information on the product label, over and above what
is mandated as per local laws? Yes/No/N.A./Remarks (additional information)
Not Applicable.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade
practices, irresponsible advertising and/or anti-competitive behaviour during the last five
years and pending as on end of financial year? If so, provide details thereof, in about 50
words or so.
There is no case against REL during last five years, relating to unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour.
4. Did your Company carry out any consumer survey/ consumer satisfaction trends?
Yes weekly consumer satisfaction trends are recorded and changes are effectively made if required.

For and on behalf of the Board


Sd/-
Place : Bengaluru RAJESH MEHTA
Date : May 29, 2019 Chairman

48
INDEPENDENT AUDITOR’S REPORT
To,
The Members,
M/S. RAJESH EXPORTS LIMITED, Bangalore
Report on audit of financial statements
Opinion
We have audited accompanying standalone financial statements of Rajesh Exports Limited (“the Company”), which
comprise the balance sheet as at March 31, 2019, and the statement of profit and loss (including other comprehensive
income), the statement of changes in equity and the statement of cash flows for the year ended on that date, and
summary of significant accounting policies and other explanatory information (herein after referred to as “the standalone
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act 2013, as amended (“Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, (“Ind AS”) and accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total
comprehensive income, changes in equity and cash flows for the year ended on that date.
Basis for opinion
We conducted our audit of the standalone financial statements in accordance with the standards on auditing specified
under section 143 (10) of the Act. Our responsibilities under those Standards are further described in the auditor’s
responsibilities for the audit of Standalone financial statements section of our report. We are independent of the Company
in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s
code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion on the standalone financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr.No. Key Audit Matter
1 In view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard)
effective April 1, 2018, the company has changed its revenue recognition policy with regards to timing of
recognition based on the satisfaction of the identified performance obligations and related disclosures.
Revenue is also an important element of how the Company measures its performance. The Company focuses
on revenue as a key performance measure, which could create an incentive for revenue to be recognized
before meeting the requirement of revenue recognition under Ind AS 115. Accordingly, due to significant risk
associated with revenue recognition, it was determined to be a key audit matter in our audit of the Ind AS
financial statement.
Refer to Note 1(v) to the Standalone Financial Statements
Auditor’s Response
Principal Audit Procedures
We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard.
Our audit approach consisted testing of the design and operating effectiveness of the internal controls and
substantive testing as follows :
• Evaluated the design of internal controls relating to implementation of the new revenue accounting
standard.

49
RAJESH EXPORTS LIMITED

• Selected a sample of continuing and new contracts and performed the following procedures :
- Read, analysed and identified the distinct performance obligations in these contracts.
- Compared these performance obligations with that identified and recorded by the Company.
- Considered the terms of the contracts to determine the transaction price including any variable
consideration to verify the transaction price used to compute revenue and to test the basis of estimation
of the variable consideration.
• Performed sample tests of individual sales transaction and traced to sales invoices and other related
documents. Further, in respect of the samples tested assessed that the revenue has been recognized as
per the tariff agreed to the customers or latest correspondence with customer.
• Selected sample of sales transactions made pre- and post-year end, agreeing the period of revenue
recognition to supporting documentation and ensured that sales and corresponding trade receivables are
properly recorded in the correct period.
• Checked the bank advices and credit notes on a sample basis for the net settlement and reviewed aged
items for any disputed amounts.
• We inspected underlying documentation for any journal entries which were considered to be material
related to revenue recognition.

Other Information
The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the
standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the
Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

50
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3
and 4 of the order.
2. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.

51
RAJESH EXPORTS LIMITED

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes
in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books
of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses a
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the
Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and
according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the company.
For P V RAMANA REDDY & CO
Chartered Accountants
Firm Regn. No. 007156S
Sd/-
Place : Bengaluru (P V RAMANA REDDY)
Date : May 29, 2019 Proprietor
M.No. 204588

52
ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report to the Members of Rajesh Exports Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Rajesh Exports Limited (“the
Company”) as of March 31, 2019 in conjunction with our audit of the Standalone financial statements of
the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting
of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the company’s internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal financial
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

53
RAJESH EXPORTS LIMITED

Inherent Limitations of Internal Financial Controls Over Financial Reporting


Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company
has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at March 31, 2019,
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For P V RAMANA REDDY & CO
Chartered Accountants
Firm Regn. No. 007156S
Sd/-
Place : Bengaluru (P V RAMANA REDDY)
Date : May 29, 2019 Proprietor
M.No. 204588

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT


(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
report to the Members of Rajesh Exports Limited of even date)
i. In respect of the Company’s fixed assets:
ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during
the year. The discrepancies noticed on physical verification of inventory as compared to book records were not
material.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships
or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of
Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with
the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing
guarantees and securities, as applicable.
v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March
31, 2019 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost
records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the
same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and
maintained.
vii. According to the information and explanations given to us, in respect of statutory dues :
(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees’
State Insurance, Income Tax, sales tax, service tax, Goods and Service Tax, value added tax, Customs Duty,
Excise duty, Cess and other material statutory dues applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income
Tax, sales tax, service tax, value added tax, Goods and Service Tax, Customs Duty, Excise duty, Cess and
other material statutory dues in arrears as at March 31, 2019 fora period of more than six months from the
date they became payable.

54
(c) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, ESI and Value Added Tax
which have not been deposited as at March 31, 2019 on account of dispute are given below :

Name of Nature of Disputed Period to which Forum where


the Statute the due amount the amount dispute is pending
Rs. in lakhs relates
ESI of Karnataka ESI 89.27 2000-03 The Appeals Authority
ESI, Karnataka
ESI of Karnataka ESI 37.78 2006-07 The Appeals Authority
ESI, Karnataka
Service Tax Service Tax 367.25 2006-07 The Appellate Tribunal
Service tax

viii. According to the records of the Company examined by us and the information and explanation given to us,
the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or
Government or dues to debenture holders as at the balance sheet date.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt
instruments or term loans) during the year, hence reporting under clause 3 (ix) of the Order is not applicable
to the Company.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no material fraud on the Company by its officers or employees has been noticed or reported during
the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197
read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable
to the Company.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance
with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related
parties and the details of related party transactions have been disclosed in the Standalone financial statements
as required by the applicable accounting standards.
xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully
or partly paid convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable
to the Company.
xv. In our opinion and according to the information and explanations given to us, during the year the Company
has not entered into any non-cash transactions with its Directors or persons connected to its directors and
hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For P V RAMANA REDDY & CO


Chartered Accountants
Firm Regn. No. 007156S
Sd/-
Place : Bengaluru (P V RAMANA REDDY)
Date : May 29, 2019 Proprietor
M.No. 204588

55
RAJESH EXPORTS LIMITED

STANDALONE BALANCE SHEET AS AT MARCH 31, 2019


(Rs. in lakhs)
Note No. As on 31.03.2019 As on 31.03.2018

ASSETS
Non-Current Assets
(a) Property, plant & equipment 2 6,422.92 6,527.98
(b) Capital Work-in-Progress 2 35.05 186.40
(c) Intangible Assets 2 0.34 0.34
(d) Financial Assets
(i) Investments 3 73,333.18 71,953.48
(ii) Loans 4 191,872.52 191,872.03
Current Assets
(a) Inventories 5 62,498.32 105,084.15
(b) Financial Assets
(i) Trade Receivables 6 235,311.57 159,690.91
(ii) Cash and Cash Equivalents 7(a) 45.05 376.41
(iii) Bank Fixed Deposits 7(b) 1,446,989.48 1,362,222.85
(iv) Loans 8 44,212.13 43,177.44
(v) Other Financial Assets 9 56,294.08 51,846.28
TOTAL 2,117,014.64 1,992,938.26
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 10 2,952.60 2,952.60
(b) Other equity 11 453,323.86 412,070.28
LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Other Financial Liabilities 12 641.75 645.01
(b) Deferred tax liabilities (net) 13 408.63 461.67
(c) Provisions 14 67.28 58.93
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 15 607,232.36 859,454.60
(ii) Trade Payables 16 1,047,504.30 710,248.01
(iii) Other financial Liabilities 17 1,606.34 1,435.66
(b) Other Current Liabilities 18 881.52 888.77
(c) Provisions 19 2,396.00 4,722.75
TOTAL 2,117,014.64 1,992,938.26
Accounting policies and other notes 1 & 26
The accompanying notes are an integral part of these standalone financial statements

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340
Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

56
STATEMENT OF STANDALONE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED MARCH 31, 2019
(Rs. in lakhs)
Note No As on 31.03.2019 As on 31.03.2018

REVENUE FROM OPERATIONS


Revenue from Operations 20 4,267,088.64 3,366,046.34
Other Income 21 5,150.28 3,825.43
TOTAL REVENUE
4,272,238.92 3,369,871.77
EXPENSES
Cost of Materials Consumed 22 4,189,519.59 3,273,107.20
Employee Benefit Expenses 23 687.19 607.86
Selling, Administrative and Other Expenses 24 3,350.16 4,072.75
Finance Costs 25 31,983.54 43,083.39
Depreciation and Amortization Expenses 2 140.94 149.19
TOTAL EXPENSES
4,225,681.42 3,321,020.40

Profit Before Tax - PBT 46,557.50 48,851.37

Tax expense:
Current tax expense for current year 2,396.00 4,722.75
Deferred tax expense / (income) (50.12) 2.88

PROFIT FOR THE YEAR 44,211.62 44,125.75


Other comprehensive income
(i) Items that will not be reclassified to the
statement of profit and loss (5.43) (7.37)
(ii) Items that will be reclassified to the
statement of profit and loss - -
Total other comprehensive income (5.43) (7.37)
Total comprehensive income 44,206.19 44,118.38
Earning Per Share (Re. 1 Per Share for Each)
Basic 14.97 14.94
Diluted 14.97 14.94
Accounting policies and other notes 1 & 26
The accompanying notes are an integral part of these standalone financial statements

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340
Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

57
RAJESH EXPORTS LIMITED

STANDALONE CASH FLOW STATEMENT


(Rs. in lakhs)
2018-2019 2017-2018
A CASH FLOW FROM OPERATING ACTIVITIES:
Profit before tax 46,557.50 48,840.11
Adjustments for:
Depreciation and amortisation expenses 140.94 149.19
Net (gain) / loss on sale of investments - -
(Profit)/Loss on fixed assets sold, scrapped, etc. (net) - -
Interest income - -
Actuarial loss/(gain) forming part of other comprehensive income (5.43) -
Bad debts/advances written off & provision made - -
Interest expense - -
Finance cost 31,983.54 43,083.39
Rent received (36.47) (9.23)
Profit on sale of Fixed assets - -
32,082.58 43,223.35
Cash Generated from operations before
working capital changes 78,640.08 92,063.46
Adjustments for:
(Increase)/Decrease in Inventories 42,585.83 (51,911.70)
Adjustments for Decrease/(increase) in Trade and -
- other receivables including Loans & Advances (72,032.88) 170,562.08
Increase/(Decrease) in Current -
- Non Current Liabilities & Provisions 332,699.14 (488,516.53)
303,252.09 (369,866.15)
Cash generated from operations 381,892.17 (277,802.70)
Taxes paid (net of refunds) (9,070.76) (7,746.66)
Net cash generated from operating activities - [A] 372,821.40 (285,549.36)
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (231.04) (98.02)
Sale proceeds of Fixed Assets( DECREASE IN FIXED ASSETS} 346.52
(Purchase)/ Sale proceeds of Investments (1,379.70) 1,198.13
Rent received 36.47 9.23
Net cash generated/(used in) from investing activities-[B] (1,227.75) 1,109.34
C CASH FLOW FROM FINANCING ACTIVITIES:
Increase/(Decrease) in Secured Loan (252,018.48) 316,278.61
Increase/(Decrease) in Unsecured Loan (203.76) (317.03)
Interest paid (31,983.54) (43,083.39)
Dividends paid (2,952.60) (3,247.87)
Net cash used in financing activities - [C] (287,158.38) 269,630.32
Net increase/(decrease) in cash
and cash equivalents - [A+B+C] 84,435.27 (14,809.70)
Cash and cash equivalents at the beginning of the year 1,362,599.26 1,377,408.96
Cash and cash equivalents at the end of the year 1,447,034.53 1,362,599.26
Cash and cash equivalents comprise of:
Cash on hand 12.71 57.60
Balances with banks:
In current accounts 32.34 318.81
Earmarked Balances with banks 192.20 55.17
Term deposits with original maturity of
More than three months 1,446,797.29 1,362,167.68
1,447,034.53 1,362,599.26
Notes:
i) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Ind AS 7 , “Cash Flow Statements”
ii) Cash comprises cash on hand, Current Accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of
three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340 Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588
58
STATEMENT IN CHANGE OF EQUITY
(Rs. in lakhs)
Amount
a Equity share capital 2,952.60
Equity share of Rs. 1 each, issued, subscribed and paid up capital nil
Balance as at 1 April 2017 2,952.60
Changes in equity share capital during the year 2017-18 nil
Balance as at 31 March 2018 2,952.60
Changes in equity share capital during the year 2018-19 nil
Balance as at 31 March 2019 2,952.60
b Other Equity
For the year ended 31 March 2019 (Rs. in lakhs)
Reserves and Surplus Other comprehensive Total equity
Particulars
Security Income attributable to
General Reserve Retained Earnings Premium Fair value of equity owners of the
instruments company

Balance as at 1 April 2018 143,500.00 204,077.32 64,492.95 - 412,070.28


Profit during the year - 44,211.62 - - 44,211.62
Other comprehensive income
during the year - - - (5.43) (5.43)
Dividend expense - (2,952.60) - - (2,952.60)
Corporate dividend tax - - - - -
Realised profits of equity
instruments measured at FVOCI - - - - -
Balance as at 31 March 2019 143,500.00 245,336.34 64,492.95 (5.43) 453,323.86

For the year ended 31 March 2018 (Rs. in lakhs)


Reserves and Surplus Other comprehensive Total equity
Particulars
Security Income attributable to
General Reserve Retained Earnings Premium Fair value of equity owners of the
instruments company
Balance as at 1 April 2017 143,500.00 163,206.82 64,492.95 - 371,199.77
Profit during the year - 44,118.38 - - 44,118.38
Other comprehensive income
during the year - - - - -
Dividend expense - (3,247.87) - - (3,247.87)
Corporate dividend tax - - - - -
Realised profits of equity
instruments measured at FVOCI - - - - -
Balance as at 31 March 2018 143,500.00 204,077.32 64,492.95 - 412,070.28

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340 Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

59
RAJESH EXPORTS LIMITED

Note
No.
1 Company Information and significant accounting Policies
i. Reporting Entity:
Rajesh Export Limited (“The Company”) is an Indian Public Company and limited by shares.
incorporated under provisions of Companies Act ,1956, The share of the company traded on the
BSE and NSE Limited. The address of the company’s registered office is #4, Batavia Chambers,
Kumara Krupa Road, Kumara park East, Bangalore-560 001. The Company is a leading gold
refiner and Manufacturer of all kind of Gold products. The Company exports its products to
various countries around the world and it also sells its products in whole sale and retail in
India and also through its Own retail showrooms under the brand name of SHUBH Jewellers.
REL has setup various manufacturing facilities in India and other countries.
ii. Basis of Preparation
A. Statement of Compliances
The standalone financial Statements are prepared on accrual basis of accounting except for
the statement of cash flows and comply with the Indian Accounting Standards (Ind AS)
notified under the companies (Indian Accounting Standards) Rules and Companies (Indian
Accounting Standards) Amendment Rules, 2016, The companies Act 2013 (to the extent
notified and applicable), other relevant provisions of the Act and Guidelines issued by the
Security Exchange Board of India (SEBI).
B. Basis of Measurement:
The Financial statements have been prepared at Historical cost except the following items
• Defined benefit plan - plan assets measured at fair value.
• Certain Financial Assets and Liabilities measured at fair market value
C. Functional and Presentation Currency
The Financial statements are presented in Indian Rupees (INR), which is the company’s
functional currency. All financial information presented in INR has been rounded off to the
nearest in Lakhs
D. Use of Estimate and Judgments
In preparing these financial statements, management has made judgments, estimates and
assumptions, that affect the application of accounting policies and reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized prospectively.
Judgments
Information about judgments made in applying accounting policies that have the most
significant effects on the amounts recognized in the standalone financial statements is
included in the following notes:
Note: 2 :- Lease Classification
Assumption and Estimation Uncertainties
Information about assumptions and estimation uncertainties that have a risk significant
of resulting in material adjustments in the year ended 31st March 2019 is included in the
following notes:

60
Note
No.
1
Information about assumptions and estimations uncertainties that have a risk significant
of resulting in material adjustments in the year ended 31st March 2018 is included in
following notes:
Note 1 and 2 : Depreciation and amortization method and useful life of items of properties,
Plant & Equipments and Investment properties
Note 1 & 23 : Measurement of defined benefit obligations : Key actuarial assumptions
Note 1, 19 & 26 : Reorganization and measurement of provisions and contingencies: Key
assumptions about the likelihood and magnitude of an outflow of resources.
E. Measurement of Fair Value
A number of the company’s accounting policies and disclosures required the measurement
of fair values, for both financial and non-financial assets and liabilities
The Company uses valuation techniques that are appropriate in the circumstances and for
which significant data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.
Significant valuation issues are reported to the Company’s audit committee. All assets and
liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable
market data as far as possible. If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the fair value hierarchy as the lowest
level input that is significant to the entire measurement. The Company recognises transfers
between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
For the purpose of fair value disclosures, the Company has determined classes of assets
and liabilities on the basis of the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy
iii. Significant accounting Policies:
a) Property, Plant and Equipments
Reorganization and Measurement
Fixed assets are stated at historical cost less accumulated depreciation and impairment
loss if any. The cost comprises purchase price, borrowing costs if capitalization criteria
are met and includes financing cost if any, relating to borrowed funds attributable to
construction or acquisition of fixed assets, up to the date when the asset is ready for
intended use, any trade discounts and rebates are deducted in arriving at the purchase
price. Subsequent expenditure on fixed assets after its purchase/ completion is capitalized
only if such expenditure results in an increase in the future benefits from such asset
beyond its previously assessed standard of performance.

61
RAJESH EXPORTS LIMITED

Note
No.
1 Intangible assets are stated at cost less accumulated amortization and impairment.
Intangible assets are amortized over their respective individual estimated useful life on
a straight-line basis, from the date that they are available for useful. The estimated
useful life of an identifiable intangible asset is based on number of factors including the
effects of obsolescence, demand, competition and other economic factors, and the level
of maintenance expenditures required to obtain the expected future cash flows from the
asset. Amortization methods and useful life are reviewed periodically including at each
financial year end. Expenditure on research and development eligible for capitalization
is carried as intangible assets under development where such assets are not yet ready
for their intended use.
Work in Progress
Cost of fixed assets not ready for use before the balance sheet date is disclosed
under capital work-in-progress. Advances paid towards the acquisition of fixed assets
outstanding as of each balance sheet date is disclosed under long term loans and
advances.
Depreciation :
The Company has provided depreciation on straight line method over the useful lives
of the assets estimated by the management as per Schedule II of the Companies Act,
2013. Depreciation on additions or extensions to existing assets is provided so as to co-
terminate with the life of the original asset if it becomes internal part of the existing
asset or on the useful life of the asset if it is capable of independent use.
Asset Management Estimate Useful life
of useful life as per Schedule II
Building 30-60 years 30-60 years
Plant and Machinery 15 years 15 years
Generator 15 Years 15 years
Furniture and Fixtures 10 Years 10 Years
Office Equipment 05 Years 05 Years
Weighing Scale 15 years 15 years
Borewell 30-60 years 30-60 years
Technical Knowhow 8 Years 8 Years
Motor Vehicles 8 Years 8 Years
Lease hold land Lease Term Lease Term

Depreciation on additions (disposals) is provided on prorata basis, i.e from (up to) the
date on which asset is ready for use (Disposed of)
b) Investment Property
Investment property is property held either to earn rental income or for capital
appreciation or for both, but not for sale in the ordinary course of the business, use
in the production or supply of goods or services or for administrative purposes. Upon
initial reorganization, investment property is measured at cost. Subsequent to initial
reorganization, investment property is measured at cost less accumulated depreciation
and accumulated impairment losses, if any.
On transition to Ind AS, the Company has elected to continue with the carrying value
of all of its investment property recognised as at 1 April 2015, measured as per the

62
Note
No.
1 previous GAAP and use that carrying value as the deemed cost of such investment
property.
c) Impairment of Assets
Assets are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognized
for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
When determining whether the credit risk of a financial asset has increased significantly
since initial recognition and when estimating expected credit losses, the Company
considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and
analysis, based on the Company’s historical experience and informed credit assessment
and including forward- looking information.
iv. Inventories
Raw materials and stores, work-in-progress, traded and finished goods are stated at the
lower of cost, calculated on weighted average basis, and net realizable value. Cost of raw
materials and stores comprise of cost of purchases. Cost of work-in- progress and finished
goods comprises direct materials, direct labour and an appropriate proportion of variable
and fixed overhead expenditure, the latter being allocated on the basis of normal operating
capacity. Cost of inventories also includes all other cost incurred in bringing the inventories
to their present location and condition. Costs of purchased inventory are determined after
deducting rebates and discounts. Net realizable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs
necessary to make the sale. Items held for use in the production of inventory are not written
below cost if the finished products in which these will be incorporated are expected to be
sold at or above cost.
v. Revenue Recognization
Revenue is measured at the fair value of the consideration received or receivable. Amounts
disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, rebates,
sales tax, value added taxes, Goods & Service Tax (GST) and amounts collected on behalf
of third parties.
a) Revenue from sale of Goods
Revenue from sale of goods is recognized when the significant risks and rewards of
ownership have been transferred to the buyer, revenue can be measured reliably, the cost
incurred can be measured reliably, it is probable that the economic benefits associated
to the transaction will flow to the entity and there is no continuing management
involvement with the goods. Transfer of risks and rewards vary depending on the
individual terms of contract of sale.
b) Dividend Income
Dividend income on investments is accounted for when the right to receive the payment
is established, which is generally when shareholders approve the dividend.

63
RAJESH EXPORTS LIMITED

Note
No.
1 c) Interest Income
For all financial instruments measured at amortised cost, interest income is recognized
using the effective interest rate (EIR), which is the rate that exactly discounts the
estimated future cash payments or receipts through the expected life of the financial
instrument or a shorter period, where appropriate, to the net carrying amount of the
financial asset.
d) Rental income
Rental income from property leased under operating lease is recognised in the statement
of profit and loss on an actual basis over the term of the lease since the rentals are
in line with the expected general inflation. Lease incentives granted are recognised as
an integral part of the total rental income.
vi. Leases
At inception of an arrangement, company determines whether the arrangement is or contains
a lease
1. Assets Held under lease
Lease or property, plant and equipment that transfer to the company substantially all
the risk and rewards of ownership are classified as finance lease.
The assets held under lease that don’t transfer the company sustainably all risks and
rewards of ownership (Operating Lease) are not considered in company’s balance sheet.
2. Lease Payments
Payments made under operating leases are generally recognized in profit or loss on
straight line basis over the term of lease. Minimum lease payment made under financial
leases is apportioned between finance charge and deduction of the outstanding liability.
3. Lease Income
Lease income from operating leases where the group is a lessor is recognized in income
on actual basis over the lease term .Since the lease receipts are in line with general
inflation rate.
vii. Financial Instruments
a) Financial Assets :
Recognition and Initial Measurement:
Trade Receivables and debt securities issued are initially recognized when they are
originated. All other financial assets and financial liabilities are initially recognized
when the company becomes the party to the contractual provisions of the instruments.
Classification and Subsequent Measurement
Financial assets at FVTPL -
These assets are subsequently measured at fair value. Net gains and losses, including
any interest or dividend income, are recognized in profit or loss
Financial assets at amortized cost -
These assets are subsequently measured at amortized cost using the effective interest
method. The amortized cost is reduced by impairment losses. Interest income, foreign

64
Note
No.
1 exchange gains and losses and impairment are recognized in profit or loss. Any gain
or loss on derecognition is recognized in profit or loss.
Equity investments at FVOCI -
These assets are subsequently measured at fair value. Dividends are recognized as
income in profit or loss unless the dividend clearly represents a recovery of part of the
cost of the investment. Other net gains and losses are recognized in OCI and are not
reclassified to profit or loss.
Debt investments at FVTPL-
These assets are subsequently measured at fair value. Interest income under the effective
interest method, foreign exchange gains and losses and impairment are recognised in
profit or loss. Other net gains and losses are recognised in statement of profit and loss.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows
from the financial asset expire, or it transfers the rights to receive the contractual cash
flows in a transaction in which substantially all of the risks and rewards of ownership
of the financial asset are transferred or in which the Company neither transfers nor
retains substantially all of the risks and rewards of ownership and does not retain
control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognized on its
balance sheet, but retains either all or substantially all of the risks and rewards of
the transferred assets, the transferred assets are not derecognised.
b) Financial Liabilities :
Recognization and Measurement
Financial Liabilities initially recognized at fair value less transaction cost, that are
directly attributable and subsequently measured at amortized cost
Classification and Subsequent Measurement
Borrowings are classified as current liabilities unless the company has an unconditional
right to defer settlement of the liability atleast 12 months after the reporting period.
Derecognition
The Company derecognises a financial liability when its contractual obligations are
discharged or cancelled, or expired.
viii. Employee Benefits
Provident Fund contributions are charged to the Statement of profit and loss of the period
as and when the contribution to the respective fund is due. The Company has no obligation,
other than the contribution payable under the respective scheme. Company’s employees have
not participated in Superannuation Schemes/ Plan.
The company provides for gratuity a defined benefit retirement plan (the Gratuity plan)
covering eligible employees. The gratuity plan provides a lump sum payment to vested
employees at retirement, death, incapacitation or termination of employment, of an amount
based on respective employee salary and tenure of employment with the company.
Liabilities with regard to the gratuity plan or determined by actuarial valuation, performed
by independent actuary, at each balance sheet date using the projected unit credit method.
The Company does not provide leave encashment and carry forward of accumulated leave
to next year to its employees.

65
RAJESH EXPORTS LIMITED

Note
No.
1 ix. Foreign Currency Transactions :
For its import and export transactions the company is exposed to currency fluctuations on
foreign currency transactions, the company hedges its foreign exchange transactions against
its own imports and exports and also by way of forward contracts with banks.
Premium paid on forward contracts is recognized over the life of the contracts.
The Company enters into derivative contracts in the nature of foreign currency options, forward
contracts with an intention to hedge its existing assets and liabilities, firm commitments
and highly probable transactions.
x. Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s
taxable income based on the applicable income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences and to
unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation. It establishes provisions, where appropriate, on the basis of
amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the end of the reporting period and are expected
to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilize those
temporary differences and losses.
Deferred tax assets are recognized for all deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilize those
temporary differences and losses.
Deferred tax assets are not recognized for temporary differences between the carrying amount
and tax bases of investments in subsidiaries where it is not probable that the differences
will reverse in the foreseeable future and taxable profit will not be available against which
the temporary difference can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities are offset where the entity
has a legally enforceable right to offset and intends either to settle on a net basis, or to
realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates
to items recognized in other comprehensive income or directly in equity. In this case, the
tax is also recognized in other comprehensive income or directly in equity, respectively
For operations carried out in Special Economic Zones which are entitled to tax holiday
under the Income tax Act, 1961 no deferred tax is recognized in respect of timing differences
which reverse during the tax holiday period, to the extent company’s gross total income is
subject to the deduction during the tax holiday period. Deferred tax in respect of timing
differences which reverse after the tax holiday period is recognized in the year in which
timing difference originate.
66
Note
No.
1
Deferred Tax Assets include Minimum Alternative Tax (MAT) paid in accordance with the
tax laws in India, which is likely to give future economic benefits in the form of availability
of set off against future income tax liability. Accordingly, MAT is recognized as deferred
tax asset in the Balance sheet when the asset can be measured reliably and it is probable
that the future economic benefit associated with the asset will be realized.
xi. Provisions and Contingent Liabilities (Other than for employee benefit):
Provisions are recognized when the company has a present legal and constructive obligation
arising from past events, outflow of future economic benefits should be probable and it
should be measured in a reliable manner.
Provisions for onerous contracts i.e., contract where the expected unavoidable cost of meeting
the obligation under the contract exceed the economic benefits expected to received under it,
are recognized when it is probable that an outflow of resources embodying economic benefits
will be required to settle a present obligation as result of an obligating event based on a
reliable estimate of such obligations
Provisions are measured at the present value of managements best estimates. Expenditure
will be required to settle the present obligation at the end of the reporting period.
Disclosures of contingent liability is a present obligation as a result of past obligation
events on the basis of the evidence available, there is present obligation and an outflow of
resources embodying economic benefits where settlement is probable.
xii. Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial institutions, other short- term,
highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities in the balance sheet
Statement of cash flow is prepared in accordance with the indirect method prescribed in
Ind AS-7 ‘Statement of cash flows.
xiii. Earning Per Share :
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the
post-tax effect of extraordinary items, if any) by the weighted average number of equity
shares outstanding during the period. Diluted earnings per share is computed by dividing
the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any)
as adjusted for dividend, interest and other charges to expense or income relating to the
dilutive potential equity shares, by the weighted average number of equity shares considered
for deriving basic earnings per share and the weighted average number of equity shares
which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares
would decrease the net profit per share from continuing ordinary operations. Potential
dilutive equity shares are deemed to be converted as at the beginning of the period, unless
they have been issued at a later date. The dilutive potential equity shares are adjusted
for the proceeds receivable had the shares been actually issued at fair value (i.e. average
market value of the outstanding shares). Dilutive potential equity shares are determined
independently for each period presented.

67
RAJESH EXPORTS LIMITED

Note
No.
1 xiv. Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised
and no longer at the discretion of the entity, on or before the end of the reporting period
but not distributed at the end of the reporting period.
xv. Recent accounting Pronouncements – Issued and effective
Amendment to Ind AS 115 Revenue from Contracts with Customers
Ind AS 115 was issued on 28 March 2018 and supersedes Ind AS 11 Construction Contracts
and Ind AS 18 Revenue and it applies, with limited exceptions, to all revenue arising
from contracts with its customers. Ind AS 115 establishes a five-step model to account for
revenue arising from contracts with customers and requires that revenue be recognised
at an amount that reflects the consideration to which an entity expects to be entitled in
exchange for transferring goods or services to a customer.
Ind AS 115 requires entities to exercise judgement, taking into consideration all of the
relevant facts and circumstances when applying each step of the model to contracts with
their customers. The standard also specifies the accounting for the incremental costs of
obtaining a contract and the costs directly related to fulfilling a contract. In addition, the
standard requires extensive disclosures.
The Company adopted Ind AS 115 using the modified retrospective method of adoption. The
change did not have a material impact on the financial statements of the Company.
Amendment to Ind AS 21 The Effects of Changes in Foreign Exchange Rates
On March 28, 2018, Ministry of Corporate Affairs (MCA) has notified the Companies (Indian
Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21.
• Appendix B to Ind AS 21 applies when:
a. Pays or receives consideration denominated or priced in a foreign currency and
b. Recognises a non-monetary prepayment asset or deferred income liability – e.g. non-
refundable advance consideration before recognising the related item at a later date.
• Date of transaction for the purpose of determining the exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) is the date on which
an entity initially recognises the non-monetary asset or non-monetary liability arising
from the payment or receipt of advance consideration.
• If there are multiple payments or receipts in advance, the entity should determine a
date of the transaction for each payment or receipt of advance consideration.
The amendment has come into force from April 1, 2018.
The Company has evaluated the effect of this on the financial statements and the impact
is not material.
Amendment to Ind AS 40 Investment Property
The amendment lays down the principle regarding when a company should transfer an
asset to, or from, an investment property.

68
Note
No.
1
1) A transfer is made when and only when:
a. There is an actual change of use i.e. an asset meets or ceases to meet the definition
of investment property.
b. There is evidence of the change in use.
2) In isolation, a change in management’s intentions for the use of a property does not
provide evidence of a change in use.
The amendment will come into force from April 1, 2018. The Company has evaluated the
effect of this on the financial statements and the impact is not material.

xvi. Recent Accounting Pronouncement: Issued and not effective


Ind AS 115- Revenue from Contract with Customers: The Company is in the process of
assessing the detailed impact of Ind AS 115. Consistent with the current practice, recognition
of revenue will continue to occur when the significant risks and rewards of ownership have
been transferred to the buyer, which is also when the control of the asset is transferred to
the customer under Ind AS 115.
Certain new standards, amendments to standards and interpretations are not yet effective
for annual periods beginning after April 1 2018, and have not been applied in preparing
these standalone financial statements. New standards, amendments to standards and
interpretations that could have potential impact on the standalone financial statements of
the Company are:

Ind AS 116 – Leases


On March 30, 2019, Ministry of Corporate Affairs notified Ind AS 116, Leases. Ind AS 116
will replace the existing leases Standard, Ind AS 17 Leases, and related interpretations.
The standard sets out the principles for the recognition, measurement, presentation and
disclosure of leases. Ind AS 116 introduces a single lessee accounting model and requires a
lessee to recognise assets and liabilities for all leases with a term of more than 12 months,
unless the underlying asset is of low value. The Standard also contains enhanced disclosure
requirements for lessees.
The standard allows for two methods of transition:
Full retrospective approach, requires entities to retrospectively apply the new standard to
each prior reporting period presented and the entities need to adjust equity at the beginning
of the earliest comparative period presented, or
Modified retrospective approach, under which the date of initial application of the new leases
standard, lessees recognise the cumulative effect of initial application as an adjustment to
the opening balance of equity as of annual periods beginning on or after April 1, 2019.

The Company will adopt this standard using modified retrospective method effective April
1, 2019, and accordingly, the comparative for year ended March 31, 2018 and 2019, will not
be retrospectively adjusted. The Company has elected certain available practical expedients
on transition.

69
RAJESH EXPORTS LIMITED

Note
No.
1
The company is evaluating the requirements of the amendment and the effect on the financial
statements is being evaluated.

Appendix C to Ind AS 12 - Uncertainty over income tax treatments

On March 30, 2019, Ministry of Corporate Affairs issued Appendix C to Ind AS 12, which
clarifies the accounting for uncertainties in income taxes. The interpretation is to be applied
to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates, when there is uncertainty over income tax treatments under Ind AS
12. The entity has to consider the probability of the relevant taxation authority accepting
the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates would depend upon the probability. The effective
date for adoption of Appendix C to Ind AS 12 is April 1, 2019. The Company will apply
Appendix C to Ind AS 12 prospectively from the effective date and the effect on adoption
of Appendix C to Ind AS 12 on the standalone financial statement is insignificant.

Amendment to Ind AS 12 – Income Taxes

On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 12 – Income
Taxes. The amendments clarify that an entity shall recognise the income tax consequences
of dividends on financial instruments classified as equity should be recognised according
to where the entity originally recognised those past transactions or events that generated
distributable profits were recognised. The effective date of these amendments is annual
periods beginning on or after April 1, 2019.

Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement

On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee
Benefits’, in connection with accounting for plan amendments, curtailments and settlements
requiring an entity to determine the current service costs and the net interest for the period
after the remeasurement using the assumptions used for the remeasurement; and determine
the net interest for the remaining period based on the remeasured net defined benefit liability
or asset. These amendments are effective for annual reporting periods beginning on or after
April 1, 2019. The Company will apply the amendment from the effective date and the effect
on adoption of the amendment on the standalone financial statement is insignificant.

70
NOTES ON STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31.03.2019
Note - 2 : FIXED ASSETS (Rs. in lakhs)
Reconciliation of gross block and net block at the beginning and at the end of the year
Gross block / Original cost Accumulated depreciation Net block
Particulars As on Additions Disposals/ As on As on Charge for Disposals/ As on As on As on
31.03.2018 Transfers 31.03.2019 31.03.2018 the year Transfers 31.03.2019 31.03.2019 31.03.2018
A.
BUSINESS ASSETS
Land 440.80 - - 440.80 - - - - 440.80 440.80
Building 3,269.90 177.82 - 3,447.72 1,471.24 38.01 - 1,509.25 1,938.47 1,798.66
Plant & Machinery 1,377.44 24.84 544.50 857.77 892.13 76.41 364.89 603.65 254.13 485.31
Generator 32.95 - - 32.95 20.75 2.43 - 23.18 9.77 12.19
Furniture & Fixtures 198.82 - 8.38 190.45 183.91 3.46 6.80 180.56 9.89 14.92
Office Equipments 87.69 1.50 4.85 84.34 52.27 6.72 3.04 55.94 28.39 35.42
Computer and Software 53.56 - 3.60 49.96 51.90 0.79 3.56 49.13 0.83 1.66
Weighing Scale 45.49 6.55 17.77 34.27 19.84 2.73 5.86 16.71 17.55 25.64
Borewell 1.48 - - 1.48 0.38 0.02 - 0.40 1.08 1.10
Technical Knowhow 6.70 - - 6.70 6.37 - - 6.37 0.34 0.34
Motor Vehicle 117.17 20.33 4.45 133.05 96.68 10.37 4.23 102.83 30.22 20.49
5,631.99 231.04 583.55 5,279.48 2,795.46 140.94 388.39 2,548.01 2,731.47 2,836.53
WIP Whitefield 35.05 - - 35.05 - - - - 35.05 35.05
WIP Commercial Street 150.00 - 150.00 - - - - - - 150.00
SEZ Jew Unit(Wip) 1.36 - 1.36 - - - - - - 1.36
Sub Total 97.39 - 5,721.00 2,646.27 149.19 - 2,795.46 3,022.93
B. OTHER IMMOVABLE PROPERTIES
Sujatha Complex Building 205.05 - - 205.05 - - - - 205.05 205.05
Mohan Building 977.16 - - 977.16 - - - - 977.16 977.16
Volga Hotel Building 26.09 - - 26.09 - - - - 26.09 26.09
Land At Kumbalgod 200.23 - - 200.23 - - - - 200.23 200.23
Land At Akkupette 111.95 - - 111.95 - - - - 111.95 111.95
Property In Kerla 314.19 - - 314.19 - - - - 314.19 314.19
Property At Nandi 121.74 - - 121.74 - - - - 121.74 121.74
Land At Peenya 13.68 - - 13.68 - - - - 13.68 13.68
Jayashree Complex 131.83 - - 131.83 - - - - 131.83 131.83
Property At
Commercial Street 882.64 - - 882.64 - - - - 882.64 882.64
Malleshwaram 372.13 - - 372.13 - - - - 372.13 372.13
Magadi Road Prop 40.04 - - 40.04 - - - - 40.04 40.04
MG Road Property 295.05 - - 295.05 - - - - 295.05 295.05
3,691.78 - - 3,691.78 - - - - 3,691.78 3,691.78
TOTAL FIXED ASSETS 9,510.17 231.04 734.90 9,006.31 2,795.46 140.94 388.39 2,548.01 6,458.30 6,714.71
Previous Year 9,412.14 98.02 - 9,510.17 2,646.27 149.19 - 2,795.46 6,528.31 6,765.88

INVESTMENT PROPERTY AMOUNT RECOGNISED IN PROFIT AND LOSS ACCOUNT


Particulars As at 31st March 2019 As a 31st March 2018 Particulars as on 31st March 2019
Opening balance 131.83 131.83 Particulars As at 31st March 2019 As a 31st March 2018
Add: Additions 177.82 - Rental Income from
Less : Deletions - - investment property 36.47 9.23
Closing balance 309.65 131.83 Direct Expenses - -
Accumulated Depreciations Profit 36.47 9.23
Opening balance - - Less : Depreciation - -
Add: Charged for the year - - Profi from investment
Less: Deletion - - properties before
indirect expenses 36.47 9.23
Closing balance - -
Net carrying Amount 309.65 131.83

Note: Investment property comprises of commercial property which is leased to third party .the lease contains an initial and non cancellable period

71
RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Rs. in lakhs  Rs. in lakhs

3 INVESTMENTS
(i) Investment in Equity instruments (Unquoted) 541.17 541.17
(ii) Investments in Government or Trust
Sovereign Gold Bonds 22.36 22.36
(iii) Investments in Subsidiary Firms/Companies 47,912.83 47,912.83
(iv) Investments in Mutual Funds 24,856.82 23,477.12

Total Non Current Investments 73,333.18 71,953.48


Investment wise details
i. Investment in Equity Investment (Unquoted)
(a). Rajesh Global Solutions Ltd 340.00 340.00
3399980 shares of Rs. 10/- each fully paid up - -
(b). Eaglesight media Pvt Ltd 200.00 200.00
200000 Shares, Face Value of Rs. 10/- each
Fully Paid up - -
(c). Sri Ashtalaxmi Mktg Pvt Ltd 1.17 1.17
Total of Investment in Equity Investment 541.17 541.17

ii. Investments in Government or Trust


Sovereign Gold Bonds 22.36 22.36
Total 22.36 22.36

iii. Investments in Subsidiary Firms/Companies


(a). Global Gold refineries 167.58 167.58
(b). REL Singapore PTE Ltd 47,745.25 47,745.25
Total of Investments in Subsidiary Firms/Companies 47,912.83 47,912.83
iv. Investments in Mutual funds
Canara Robeco Mutual Fund 12,800.00 13,000.00
DSP Blackrock Mutual Fund 1,000.00 1,000.00
ICICI Mutual Fund 1,000.00 1,000.00
HDFC Mutual Fund 1,000.00 1,000.00
IDFC Mutual Fund 1,000.00 1,000.00
Kotak Mutual Fund 1,000.00 1,000.00
Reliance Mutual Fund 1,000.00 1,000.00
SBI Mutual Fund 1,000.00 1,000.00
UTI Mutual Fund 1,000.00 1,000.00
Birla Mutual Fund 1,000.00 1,000.00

72
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Rs. in lakhs  Rs. in lakhs
Accrued Interest on Above Mutual Funds
Birla Mutual Fund 163.89 76.75
Canara Robeco Mutual Fund 1,617.28 808.24
DSP Blackrock Mutual Fund 159.20 72.87
HDFC Mutual Fund 148.70 69.25
ICICI Mutual Fund 156.71 75.94
IDFC Mutual Fund 158.52 74.08
Kotak Mutual Fund 161.74 73.44
Reliance Mutual Fund 164.27 75.33
SBI Mutual Fund 168.32 76.94
UTI Mutual Fund 158.19 74.29

Total of Investments in Mutual funds 24,856.82 23,477.12

4 LOANS
Unsecured considered good

Security Deposits 4,155.51 4,155.02

Secured

Capital Advances 823.68 823.68

Other Advances 186,893.33 186,893.33

Total Long Term Loans and Advances 191,872.52 191,872.03


5 INVENTORIES
(i) Gold Jewellery and Gold 58,468.67 101,037.31
(ii) Diamonds 1,676.36 1,675.36
(iii) Silver 1,981.20 1,999.39
(iv) Oysterbay Items 372.09 372.09

Total Inventories 62,498.32 105,084.15

73
RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Rs. in lakhs  Rs. in lakhs

6 TRADE RECEIVABLES
a. (i) Outstanding for less than
6 months,Considered Good (Net) 229,513.87 153,721.96
(ii) Outstanding for more than
6 months, Considered good (Net) 440.22 440.22
b. Sundry Debtors on Interest Accrued on ICD’s 5,357.47 5,528.72

Total Trade Recievables 235,311.57 159,690.91

7(a) CASH AND CASH EQUIVALENTS


(i) Bank Balances in Current Accounts 32.34 318.81

(ii) Cash on hand 12.71 57.60

Total Cash and Cash Equivalents 45.05 376.41

7(b) Bank Fixed Deposits


(i) Unpaid Dividend Bank Accounts 192.20 55.17
(ii) Fixed Deposits with banks 1,446,797.29 1,362,167.68

Total Bank Fixed Deposits 1,446,989.48 1,362,222.85

8 SHORT TERM LOANS AND ADVANCES


(i) Advances Recoverable In
Normal Course Of Business 17,862.50 15,529.76
(ii) Advances to employees 26.03 19.62
(iii) Inter Corporate Deposits 26,323.60 27,628.06

Total Short term Loans and Advances 44,212.13 43,177.44

9 OTHER FINANCIAL ASSETS


(i). Balances with Govt departments 56,175.94 51,733.13
(ii). Other Receivables 118.13 113.15

Total Other Financial Assets 56,294.08 51,846.28

74
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Number Rs. in lakhs  Number Rs. in lakhs
10 SHARE CAPITAL
Authorised Share Capital
30,00,00,000 Equity Shares of Re.1/- each 3,000.00 3,000.00 3,000.00 3,000.00
Issued, Subscribed & Paidup Share Capital
295259959 equity shares of Re.1/- each 2,952.60 2,952.60 2,952.60 2,952.60
Reconciliation of number of Equity Shares
and amount outstanding
Shares outstanding at the beginning of the year 2,952.60 2,952.60 2,952.60 2,952.60
Shares issued during the year - - -
Total 2,952.60 2,952.60 2,952.60 2,952.60
Less : Shares issued to ESOP Trust as Treasury Stock - -
Shares outstanding at the end of the year 2,952.60 2,952.60 2,952.60 2,952.60
Number of shares held by each shareholder holding more than 5 percent of the Equity
Shares of the Company are as follows:
Name of the shareholder As at 31st March, 2019 As at 31st March, 2018
No. of Shares held % of Holding No. of Shares held % of Holding
Mr.Rajesh J Mehta 884.37 29.95 881.81 29.86
Mr.Prashanth J Mehta 371.62 12.58 371.62 12.58
M/s.Bridge india Fund 289.77 9.81 289.77 9.81
Mr.Mahesh J Mehta 240.41 8.14 240.41 8.14
i) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash
- NIL (Previous Year - NIL)
ii) Aggregate number and class of shares allotted as fully paid up by way of bonus shares - NIL (Previous Year - NIL)
iii) Aggregate number and class of shares bought back - NIL (Previous Year - NIL)
iv) Each Equity Share entitles the holder to one vote and carries an equal right to dividend.
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Rs. in lakhs  Rs. in lakhs
11 OTHER EQUITY
(A) Securities Premium Reserve
(i) As per last Balance Sheet 64492.95 64492.95
(ii) Additions during the year 0.00 0.00
Total Securities Premium Reserve 64492.95 64492.95
(B) General Reserve:
(i) As per last Balance Sheet 143500.00 143500.00
Add: Transferred from Profit and loss Account 0.00 0.00
Total General Reserve 143500.00 143500.00
(C) Surplus in Statement of Profit and Loss
(i) As per last Balance Sheet 204077.32 163206.82
(ii) Add: Profit for the year 44206.19 44118.38
248283.51 207325.20
Less: Appropriations
Dividend on equity shares (2,952.60) (3,247.87)

Available Surplus in Statement of Profit and Loss 245330.91 204077.32

(D) Total Other Equity 453323.86 412070.28

75
RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Rs. in lakhs  Rs. in lakhs
12 OTHER LONG TERM FINANCIAL LIABILITIES
(i) Franchise Deposit Received 386.22 430.77
(ii) Rent Advance 255.52 214.23
Total Other Long Term Financial Liabilities 641.75 645.01

13 DEFERRED TAX LIABILITIES (NET)


Deferred Tax Liabilities 408.63 461.67
Deferred Tax Liabilities ( Net ) 408.63 461.67

14 LONG-TERM PROVISIONS
Provision for gratuity (Refer Note 26) 67.28 58.93
Total Long Term Provisions 67.28 58.93

15 SHORT TERM BORROWINGS


(a) Secured
(i) Working Capital Loans
(secured against stocks, book debts,
Immoveable properties and export bills) 186,048.37 123,448.37
(ii) Loans against Company’s own -
- Fixed deposits with Banks 418,833.29 733,451.77
(b) Unsecured
(i) From Directors 2,350.69 2,554.45
Total Short Term Borrowings 607,232.36 859,454.60

16 TRADE PAYABLES
(i) Raw Materials 167,031.92 205,759.24
(ii) FLC liabilities 880,472.38 504,488.77
Total Trade Payables 1,047,504.30 710,248.01

17 OTHER FINANCIAL LIABILITIES


(i) Unpaid Dividend* 192.20 55.17
(ii) Other Payables 1,414.14 1,380.49
Total Other Financial Liabilities 1,606.34 1,435.66
* Unpaid dividend/ unclaimed dividend kept in
separate bank accounts.

76
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Rs. in lakhs  Rs. in lakhs
18 OTHER CURRENT LIABILITIES
(i) Advance Received From Customers 881.52 888.77
Total Other Current Liabilities 881.52 888.77

19 SHORT-TERM PROVISIONS
i. Provision for Income Tax 2,396.00 4,722.75

Total Short Term Provisions 2,396.00 4,722.75

20 REVENUE FROM OPERATIONS

(i) Revenue from operations* 4,267,088.64 3,366,046.34

Total Revenue from Operations 4,267,088.64 3,366,046.34

*includes interest received on fixed deposits & Mutual


Funds made for margin purposes for the sake of
procurement of Raw Materials (Buyers Credit)

21 OTHER INCOME
(i) Interest on ICD’s 5,113.45 3,815.80
(ii) Other Miscellaneous income 0.35 0.41
(iii) Rent received 36.47 9.23
Total Other Income 5,150.28 3,825.43

22 COST OF MATERIAL CONSUMED

(i) Raw material consumed 4,155,496.62 3,219,960.94

(ii) Currency Hedging and Forex Fluctuation cost 34,022.97 53,146.26

Total Cost of Material Consumed 4,189,519.59 3,273,107.20

77
RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Rs. in lakhs  Rs. in lakhs
23 EMPLOYEE BENEFIT EXPENSES
(i) Salaries and wages 587.19 551.00
(ii) Contribution to PF, ESIC and gratuity 34.02 22.21
(iii) Staff Welfare Expenses 65.98 34.65
Total Employee Benefit Expenses 687.19 607.86

24 SELLING & ADMINISTRATION,


OTHER EXPENSES
Rent 40.64 34.56
Repairs & Maintenance 114.55 88.98
Legal, Professional and consultancy charges 54.51 80.05
Postage, Telegrams & Telephones 17.37 10.83
Insurance 96.01 84.89
Rates, Taxes & Octrai Charges 15.13 92.61
Auditors Fees 11.04 14.16
Advertisement, Publicity and others 95.91 51.44
Travelling and Conveyance 17.79 27.88
Freight Charges 327.24 274.06
Printing & Stationery 6.95 7.06
Membership Fees 11.90 18.04
Donation 14.27 69.21
Commission and other Misc expenses 110.32 101.46
Other Manufacturing and Processing Expenses 99.05 73.38
Bad debts written off 2,145.63 3,044.17
Loss on sale of fixed assets 171.83 -

Total S&A and Other Expenses 3,350.16 4,072.76

25 FINANCE COST
(i) Bank charges 1,161.39 1,189.08
(ii) Interest on working capital 30,822.15 41,894.31
Total Finance Costs 31,983.54 43,083.39

78
Note
No.
26 NOTES TO FINANCIAL STATEMENT
1. Related Party Disclosure (Rs. in lakhs)

Loans and advances Current Year Previous Year Max. Balance at any Relationship
Balance Balance time during the year
current year
Laabh Jewels Gold Pvt Ltd 18.25 18.25 18.25 Associate Entity
Shubhlaabh Housing Pvt Ltd 379.00 379.00 379.00 Associate entity
REL Singapore Pte Ltd 186,893.33 186,893.33 186,893.33 Subsidiary Entity
Global Gold Refineries 167.58 167.58 167.58 Step Down Subsidiary
Valcambi SA 150,694.72 190,471.02 190,471.02 Step Down Subsidiary

2. Transactions with related parties (Rs. in lakhs)

Name of the related party Description of Description of 31.03.2019 31.03.2018


the nature of the nature of
relation transaction

Rajesh. J. Mehta Chairman Remuneration 1.20 1.20


Prashanth.J.Mehta Managing Director Remuneration 1.20 1.20
Bhavesh B Mehta Relative of Director Remuneration 1.80 1.80
Rajesh. J. Mehta Chairman Loan 1,403.95 1,829.11
Prashanth.J.Mehta Managing Director Loan 946.74 725.35

3.
Contingent Liabilities (Rs. in lakhs)

Name of Nature of Amount Period to which Forum where


the Statute the due the amount dispute is pending
relates

ESI of Karnataka ESI 89.27 2000-03 The Appeals Authority


ESI, Karnataka
ESI of Karnataka ESI 37.78 2006-07 The Appeals Authority
ESI, Karnataka
Service Tax Service Tax 367.25 2006-07 The Appellate Tribunal
Service tax
4. Earnings and Expenditure in foreign currency (Rs. in lakhs)
Particulars As on 31.03.2019 As on 31.03.2018
Foreign Exchange Earnings 4,171,174.67 2,836,631.35
Foreign Exchange Outgo 4,111,201.23 3,233,762.68

79
RAJESH EXPORTS LIMITED

Note
No.
26 5. Employee Benefits: (Rs. in lakhs)
Particulars As at 31st March 2019 As at 31st March 2018
Opening defined Benefit Obligation 58.93 48.72
Add:
Current Service Cost 18.18 16.69
Interest Cost 3.80 3.04
Components of actuarial gains/losses on obligations
a) Due to Change in financial assumptions (12.29) (1.35)
b) Due to experience adjustments (1.34) (7.11)
c) Due to change in demographic assumptions
Less:
Benefits Paid - (1.06)
Closing Defined benefit obligation 67.28 58.93
6. In Accordance with the Accounting Standards on “Income Taxes” issued by the Institute of
Chartered Accountant of India, The Company has recognized the Deferred tax liabilities on
account of timing differences of Rs. 408.63 lakhs as on 31st March 2019 (Previous Year
Rs. 461.67 lakhs) as there is no virtual certainty that such deferred assets can be realized against
future taxable profits. The breakup of deferred tax liabilities not recognized is furnished here
under: (Rs. in lakhs)
Particulars Current Year Previous Year
Deferred Tax Liability
Time Difference on account of Depreciation &
Other Inadmissible Expenditure 53.02 1.02
Less: Deferred tax asset accounted Previously (461.67) (462.69)
Net Deferred tax liability Recognized during the year (408.65) (461.67)
7. Leases
Operating lease:
The Company has let-out and taken premises under cancellable operating lease agreements,
which the Company intends to renew in the normal course of its business. The lessee cannot
sublease these properties. Total lease rentals recognized as income ( on cash basis) in the Profit
and Loss Account for the year with respect to above is Rs.36.47 lakhs (Previous year
Rs. 9.23 lakhs) and total lease rentals paid recognized as expenditure is Rs.40.64 lakhs (Previous
year Rs. 34.56 lakhs).
i. Capital and other commitments
Estimated amount of contracts remaining to be executed on capital account and not provided
for is NIL (Previous Year is NIL).
ii. Micro and Small Enterprises dues
Based on the information / Documents available with the Company, amounts due to micro and
small enterprises are NIL.
8. Brief Particulars of Employees who were entitled to receive or were in receipt of emoluments
aggregating to Rs.60 lakhs or more per annum and/or Rs.5 lakhs or more per month, if
employed, for a part of the year is Nil (Previous Year Nil)
9. The Company has filed the case against IDBI in the high court of karnataka which is still
pending, once the case is decided, the exact amount of payable or receivable to be known and
be accounted through Profit and loss account.

80
Note
No.
26 10. The Company has not provided the income tax liability towards dividend payable, since
management is in the view of dividends are paid out of profits from exempted income of SEZ
Operations.
11. Segment reporting policies:
The Company and other Companies in the group are mainly engaged in the business of gold
and gold products. These, in the context of Ind AS 108 on segment reporting, issued by The
Institute of Chartered Accountants of India are considered to constitute one single primary segment.
12. Company has identified that there is no material impairment of assets and as such no provision
is required as per Accounting Standards issued by the ICAI.
13. In the opinion of the management, no provision is required against contingent liabilities.
14. Additional information required pursuant to Part II of Schedule III of the Companies Act 2013:-
Particulars Unit Quantity Rs. in lakhs
A. OPENING STOCK
Gold and Gold Products Kgs 3,662.8011 101,037.31
(1889.0277) (48,894.41)
Diamond Cts 372,307 1,675.36
(372,850) (1,678.73)
Silver Kgs 5,880.5730 1,999.40
(5863.4820) (2,228.12)
B. PURCHASES
Gold and Gold Products Kgs 154,058.2736 4,115,023.97
(127,545.5591) (3,219,960.94)
Diamond Cts 522 -
(-) (-)
Silver Kgs 1.3100 -
(26.3070) (-)
Alloys Kgs
(-) (-)
C. SALES TURNOVER
Gold and Gold Products Kgs 155,666.1343 4,177,719.11
(125,685.9120) (3,330,470.28)
Diamond Cts 305 1.65
(543) (2.93)
Silver Kgs 5.7850 1.86
(7.58) (2.75)
D. CLOSING STOCK
Gold and Gold Products Kgs 2,039.3904 58,468.67
(3662.8011) (101,03,7.31)
Diamond Cts 372,524 1,676.36
(372,307) (1,675.36)
Silver Kgs 5,876.0980 1,981.20
(5880.573) (1,999.40)
E. WASTAGE
Gold and Gold Products Kgs 15.5500 -
(85.8737) (-)
Silver Kgs
Note:
(i). Previous Year’s figures are furnished in brackets.
(ii). The previous year’s figures are regrouped / rearranged wherever deemed necessary.

81
RAJESH EXPORTS LIMITED

Note
No.
26 15. Financial risk management
The Company’s financial assets majorly comprise of trade receivables, current investments,
deposits with banks and cash & cash equivalents. The Company’s financial liabilities majorly
comprises of borrowings, trade payables and other commitments.
The Company is primarily exposed to market risk, credit risk and liquidity risk arising out of
operations and the use of financial instruments. The Board of Directors have overall responsibility
for establishment and review of the Company’s risk management framework.
The Company’s risk management policies are established to identify and analyse the risks
faced by the Company, to set appropriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions affecting business operations and the Company’s activities.
a. Market risk
Market risk is that risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market risk comprises three type of risk:
interest rate risk, currency risk and other price risk, such as commodity risk. The expose
to currency risk and interest risk is given below:
(a) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate due to changes in market interest rates. The Company’s
exposure to the risk of changes in interest rates relates primarily to the Company’s
debt obligations with floating interest rates. The Company does not have any debt and
its borrowings are short term / working capital in nature and hence are not exposed to
significant interest rate risk.
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure
will fluctuate because of changes in foreign exchange rates. The Company’s exposure
to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities (when revenue or expenses is denominated in a foreign currency)
and the Company’s net investment in foreign subsidiaries. The Company has hedged
all its foreign exchange risk.
b. Credit risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial
instrument or customer contract leading to financial loss. The Company’s exposure to credit
risk arises from its operating and financing activities. The credit risk arises primarily from
trade receivables, and the maximum exposure to credit risk is equal to the carrying value
of financial assets.
In order to mitigate the credit risk on receivables, credit quality of the customer is assessed
based on the credit rating scorecard and individual credit limits are defined in accordance
with this assessment. Outstanding receivables are monitored on an ongoing basis to ensure
timely collections and to mitigate the risk of bad debts.
An impairment analysis is performed at each reporting date for the outstanding trade
receivables and expected credit loss if any are provided for. The Company’s maximum
exposure to counterparty credit risk at the reporting date is the carrying value of financial
assets.
c. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily
from mismatches of the maturities in financial assets and liabilities. The Company’s objective
is to maintain a balance between continuity of funding and flexibility. The Company’s
treasury management team monitors on a daily basis the fund positions/requirements and
identifies future mismatches in funds availability and reports the planned and current
liquidity position to the top management and board of directors of the Company.

82
Note
No.
26 The table below summarises the maturity profile of the Company’s financial assets and
liabilities at the end of the reporting period based on contractual undiscounted cash flows:
As at 31 March 2019 (Rs. In Lakhs)
Particulars One Year One to Over five Total
or Less five years years
Financial Assets
Investments(Non Current) 24,856.82 48,476.36 - 73,333.18
Loans (Current and
Non Current) 44,212.53 191,872.03 - 236,084.56
Trade Receivables 235,311.57 - - 235,311.57
Cash and Cash Equivalents 1,447,034.53 - - 1,447,034.53
Other Financial Assets 56,294.07 - - 56,294.07
Financial Liabilities
Borrowings 607,232.36 - - 607,232.36
Trade Payables 1,047,504.30 - - 1,047,504.30
Other Financial Liabilities
(Current and Non current) - 2,248.08 - 2,248.08
16. Transfer pricing
The Company has imported gold from its associate enterprise within the meaning of section
92BA and 92A of the Income Tax Act, 1961 respectively. The gold has been imported based
on international price and the price has been assessed and verified by the customs authorities,
which clearly demonstrates that the transaction is at arms length.
17. Earning Per Share
(a) Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted
average number of ordinary shares outstanding during the financial year held by the Company.

Group
Particulars 2019 2018
Rs. in lakhs Rs. in lakhs

Profit attributable to equity holders of the parent company 44,206.19 44,118.38


Number of shares in issue (net of treasury shares)
as at beginning of year 2,952.60 2,952.60
Effect of treasury shares - -
Effect of rights shares - -
Effect of warrants - -
Effect of share options - -
Weighted average number of ordinary shares in issue 2,952.60 2,952.60
Basic earnings per share (s) 14.97 14.94

83
RAJESH EXPORTS LIMITED

Note
No.
26 (b) Diluted

For the purpose of calculating diluted earnings per share, the profit attributable to equity
holders of the parent and the weighted average number of ordinary shares outstanding during
the financial year have been adjusted for the dilutive effects of all potential ordinary shares,
warrants and share options granted to employees. The dilutive earning per share is calculated
by dividing the profit attributable to equity holders of the parent company by the weighted
average number of shares that would have been in issue upon full exercise of the remaining
warrants, adjusted by the number of such shares that would have been issued at fair value
as follows:

Group
Particulars 2019 2018
Rs. in lakhs Rs. in lakhs

Profit attributable to equity holders of the parent company 44,206.19 44,118.38


Weighted average number of ordinary shares in issue 2,952.60 2,952.60
Effect of dilution due to warrants - -
Adjusted weighted average number of ordinary shares 2,952.60 2,952.60
Diluted earnings per share (s) 14.97 14.94

18. The previous year’s figures are regrouped / rearranged wherever deemed necessary.

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340 Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

84
CONSOLIDATED INDEPENDENT AUDITOR’S REPORT
To,
The Members,
M/S. RAJESH EXPORTS LIMITED, Bangalore
Report on audit of Consolidated financial statements
Opinion
We have audited accompanying consolidated financial statements of Rajesh Exports Limited (“the Company”), which
comprise the balance sheet as at March 31, 2019, and the statement of profit and loss (including other comprehensive
income), the statement of changes in equity and the statement of cash flows for the year ended on that date, and
summary of significant accounting policies and other explanatory information (herein after referred to as “the consolidated
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Companies Act 2013, as amended (“Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, (“Ind AS”) and accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total
comprehensive income, changes in equity and cash flows for the year ended on that date.
Basis for opinion
We conducted our audit of the consolidated financial statements in accordance with the standards on auditing specified
under section 143 (10) of the Act. Our responsibilities under those Standards are further described in the auditor’s
responsibilities for the audit of Consolidated financial statements section of our report. We are independent of the
Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and
the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the ICAI’s code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion on the consolidated financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr.No. Key Audit Matter
1 In view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard)
effective April 1, 2018, the company has changed its revenue recognition policy with regards to timing of
recognition based on the satisfaction of the identified performance obligations and related disclosures.
Revenue is also an important element of how the Company measures its performance. The Company focuses
on revenue as a key performance measure, which could create an incentive for revenue to be recognized before
meeting the requirement of revenue recognition under Ind AS 115. Accordingly,
due to significant risk associated with revenue recognition, it was determined to be a key audit matter in
our audit of the Ind AS financial statement.
Refer to Note 1(v) to the consolidated Financial Statements
Auditor’s Response
Principal Audit Procedures
We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard.
Our audit approach consisted testing of the design and operating effectiveness of the internal controls and
substantive testing as follows :
• Evaluated the design of internal controls relating to implementation of the new revenue accounting
standard.

85
RAJESH EXPORTS LIMITED

• Selected a sample of continuing and new contracts and performed the following procedures :
- Read, analysed and identified the distinct performance obligations in these contracts.
- Compared these performance obligations with that identified and recorded by the Company.
- Considered the terms of the contracts to determine the transaction price including any variable
consideration to verify the transaction price used to compute revenue and to test the basis of estimation
of the variable consideration.
• Performed sample tests of individual sales transaction and traced to sales invoices and other related
documents. Further, in respect of the samples tested assessed that the revenue has been recognized as
per the tariff agreed to the customers or latest correspondence with customer.
• Selected sample of sales transactions made pre- and post-year end, agreeing the period of revenue
recognition to supporting documentation and ensured that sales and corresponding trade receivables are
properly recorded in the correct period.
• Checked the bank advices and credit notes on a sample basis for the net settlement and reviewed aged
items for any disputed amounts.
• We inspected underlying documentation for any journal entries which were considered to be material
related to revenue recognition.

Other Information
The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises
the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the
consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements
The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial
position, consolidated financial performance including other comprehensive income, consolidated changes in equity and
consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted
in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and
for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of
preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the
Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the management either intends
to liquidate or cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial
reporting process of the Group.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.

86
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities
within Group to express an opinion on the consolidated financial statements.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
consolidated financial statements.
We communicate with those charged with governance of the Company regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
Other Matters:-
We have not audited the financial statements of foreign subsidiary M/s. REL Singapore PTE Ltd. REL Singapore PTE
Ltd is solely a holding Company and the financials of the step down subsidiary companies which are the operating
Companies have been audited by the other firm/s. A copy of financial statements of subsidiary, approved by the board
of directors of Rajesh exports Ltd have been furnished to us and our report in respect of subsidiary is based solely on
the board of directors approved Financial Statements. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

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RAJESH EXPORTS LIMITED
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c) The Consolidated Balance Sheet , the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt
with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation
of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and
according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its consolidated financial
statements
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the company.
For P V RAMANA REDDY & CO
Chartered Accountants
Firm Regn. No. 007156S
Sd/-
Place : Bengaluru (P V RAMANA REDDY)
Date : May 29, 2019 Proprietor
M.No. 204588

88
ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report to the Members of Rajesh Exports Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Rajesh Exports Limited (“the
Company”) as of March 31, 2019 in conjunction with our audit of the consolidated financial statements of
the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting
of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls over financial reporting
were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for
our audit opinion on the internal financial controls system over financial reporting of the Company, and its
subsidiary companies.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal financial
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to

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RAJESH EXPORTS LIMITED

permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorisation of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company
has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at March 31, 2019,
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P V RAMANA REDDY & CO


Chartered Accountants
Firm Regn. No. 007156S
Sd/-
Place : Bengaluru (P V RAMANA REDDY)
Date : May 29, 2019 Proprietor
M.No. 204588

90
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019
(Rs. in lakhs)
Note No. As on 31.03.2019 As on 31.03.2018

ASSETS
Non-Current Assets
(a) Property, plant & equipment 2 79,097.15 65,046.72
(b) Capital Work-in-Progress 2 188.68 527.16
(c) Intangible Assets 2 66,128.64 63,874.77
(d) Financial Assets
(i) Investments 3 108,760.34 101,980.65
(ii) Loans 4 5,962.54 4,978.70
Current Assets
(a) Inventories 5 393,709.10 172,196.57
(b) Financial Assets
(i) Trade Receivables 6 614,795.25 399,256.97
(ii) Cash and Cash Equivalents 7(a) 23,170.83 22,504.20
(iii) Bank Fixed Deposits 7(b) 1,483,172.93 1,424,450.80
(iv) Loans 8 51,775.29 44,253.68
(v) Other Financial Assets 9 57,385.10 54,442.63
TOTAL 2,884,145.86 2,353,512.86
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 10 2,952.60 2,952.60
(b) Other equity 11 881,051.97 714,512.02
LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Other Financial Liabilities 12 13,191.69 25,062.30
(b) Deferred tax liabilities (net) 13 8,579.60 7,871.63
(c) Provisions 14 236.78 219.40
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 15 619,842.56 871,719.59
(ii) Trade Payables 16 1,346,652.90 716,297.87
(iii) Other financial Liabilities 17 2,049.21 1,838.07
(b) Other Current Liabilities 18 887.61 888.77
(c) Provisions 19 8,700.95 12,150.61
TOTAL 2,884,145.86 2,353,512.86
Accounting policies and other notes 1 & 26
The accompanying notes are an integral part of these Consolidated financial statements

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340
Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

91
RAJESH EXPORTS LIMITED

CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT


FOR THE YEAR ENDED MARCH 31, 2019
(Rs. in lakhs)
Note No As on 31.03.2019 As on 31.03.2018

REVENUE FROM OPERATIONS


Revenue from Operations 20 17,576,312.34 18,768,610.44
Other Income 21 6,753.77 6,200.07
TOTAL REVENUE
17,583,066.11 18,774,810.51
EXPENSES
Cost of Materials Consumed 22 17,344,817.78 18,534,999.37
Employee Benefit Expenses 23 15,219.49 14,679.76
Selling, Administrative and Other Expenses 24 36,862.04 30,489.00
Finance Costs 25 44,167.07 53,667.55
Depreciation and Amortization Expenses 2 7,434.47 6,799.17
TOTAL EXPENSES
17,448,500.86 18,640,634.85

Profit Before Tax - PBT 134,565.25 134,175.66


Tax expense:
Current tax expense for current year 4,704.66 8,692.49
Current tax expense relating to prior years
Deferred tax expense / (income) 647.93 (1,102.91)
PROFIT FOR THE YEAR 129,212.65 126,586.08
Other comprehensive income
(i) Items that will not be reclassified to the
statement of profit and loss (5.43) (7.37)
(ii) Items that will be reclassified to the
statement of profit and loss - -
Total other comprehensive income (5.43) (7.37)
Total comprehensive income 129,207.22 126,578.71
Earning Per Share (Re. 1 Per Share for Each)
Basic 43.76 42.87
Diluted 43.76 42.87
Accounting policies and other notes 1 & 26
The accompanying notes are an integral part of these standalone financial statements
For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340
Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

92
CONSOLIDATED CASH FLOW STATEMENT
(Rs. in lakhs)
2018-2019 2017-2018
A CASH FLOW FROM OPERATING ACTIVITIES:
Profit before tax 134,565.25 134,164.39
Adjustments for:
Depreciation and amortisation expenses 7,434.47 6,799.17
Net (gain) / loss on sale of investments - -
Actuarial loss/(gain) forming part of other comprehensive income (5.43) -
Finance cost 44,167.07 53,667.55
Rent received (36.47) (9.23)
Profit on sale of Fixed assets - -
51,559.64 60,457.49
Cash Generated from operations before
working capital changes 186,124.89 194,621.88
Adjustments for:
(Increase)/Decrease in Inventories (221,512.52) (55,919.83)
Adjustments for Decrease/(increase) in Trade and -
- other receivables including Loans & Advances (226,986.20) 89,265.11
Increase/(Decrease) in Current -
- Non Current Liabilities & Provisions 615,970.09 (505,127.31)
167,471.37 (471,782.03)
Cash generated from operations 353,596.26 (277,160.14)
Taxes paid (net of refunds) (5,352.60) (9,799.29)
Net cash generated from operating activities - [A] 348,243.66 (286,959.43)
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (23,400.30) (5,346.58)
Sale proceeds of Fixed Assets( DECREASE IN FIXED ASSETS} - -
(Purchase)/ Sale proceeds of Investments (6,779.70) (10,069.69)
Rent received 36.47 9.23
Net cash generated/(used in) from investing activities - [B] (30,143.52) (15,407.04)

C CASH FLOW FROM FINANCING ACTIVITIES:


Increase/(Decrease) in Secured Loan (251,673.28) 316,812.86
Increase/(Decrease) in Unsecured Loan (203.76) (317.03)
Finance Cost (44,167.07) (53,667.55)
Dividends paid (2,952.60) (3,247.87)
Net cash used in financing activities - [C] (298,996.71) 259,580.42
D Effect of Exchange fluctuation on translation Reserve 40,285.33 5,721.19
Net increase/(decrease) in cash
and cash equivalents - [A+B+C] 59,388.76 (37,064.87)
Cash and cash equivalents at the beginning of the year 1,446,955.00 1,484,019.87
Cash and cash equivalents at the end of the year 1,506,343.76 1,446,955.00
Cash and cash equivalents comprise of:
Cash on hand 38.23 364.74
Balances with banks:
In current accounts 23,132.61 22,139.46
Earmarked Balances with banks 192.20 55.17
Term deposits with original maturity of
More than three months 1,482,980.74 1,424,395.63
Total 1,506,343.76 1,446,955.00
Notes:
i) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard 7 (Ind AS-7), “Cash
Flow Statements”
ii) Cash comprises cash on hand, Current Accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of
three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340 Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588
93
RAJESH EXPORTS LIMITED

CONSOLIDATED STATEMENT IN CHANGE OF EQUITY


(Rs. in lakhs)
Amount
a Equity share capital 2,952.60
Equity share of Rs. 1 each, issued, subscribed and paid up capital nil
Balance as at 1 April 2017 2,952.60
Changes in equity share capital during the year 2017-18 nil
Balance as at 31 March 2018 2,952.60
Changes in equity share capital during the year 2018-19 nil
Balance as at 31 March 2019 2,952.60
b Other Equity
For the year ended 31 March 2019 (Rs. in lakhs)
Reserves and Surplus Other comprehensive Total equity
Particulars
Security Income attributable to
General Reserve Retained Earnings Premium Fair value of equity owners of the
instruments company

Balance as at 1 April 2018 143,500.00 475,908.68 64,492.95 - 683,901.63


Profit during the year - 129,212.65 - - 129,212.65
Other comprehensive income
during the year - (5.43) - - (5.43)
Dividend expense - (2,952.60) - - (2,952.60)
Corporate dividend tax - - - - -
Realised profits of equity
instruments measured at FVOCI - - - - -
Balance as at 31 March 2019 143,500.00 602,163.30 64,492.95 - 810,156.25

For the year ended 31 March 2018 (Rs. in lakhs)


Reserves and Surplus Other comprehensive Total equity
Particulars
Security Income attributable to
General Reserve Retained Earnings Premium Fair value of equity owners of the
instruments company
Balance as at 1 April 2017 143,500.00 352,577.84 64,492.95 - 560,570.79
Profit during the year - 126,578.71 - - 126,578.71
Other comprehensive income
during the year - - - - -
Dividend expense - (3,247.87) - - (3,247.87)
Corporate dividend tax - - - - -
Realised profits of equity
instruments measured at FVOCI - - - - -
Balance as at 31 March 2018 143,500.00 475,908.68 64,492.95 - 683,901.63
Significant accounting policies
The notes referred to above form an integral part of these consolidated financial statements
For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340
Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

94
Note
No.
1 The Company Information and significant accounting Polices of the Consolidated
Financial statement for the year ended 31st March 2019.
i. Reporting Entity:
Rajesh Export Limited (“The Company”) is an Indian Public Company and limited by shares.
incorporated under provisions of Companies Act ,1956, The share of the company traded on the
BSE and NSE Limited. The address of the company’s registered office is #4, Batavia Chambers,
Kumara Krupa Road, Kumara park East, Bangalore-560 001. The Company is a leading gold
refiner and Manufacturer of all kind of Gold products. The Company exports its products to
various countries around the world and it also sells its products in whole sale and retail in
India and also through its Own retail showrooms under the brand name of SHUBH Jewellers.
REL has setup various manufacturing facilities in India and other countries.
ii. Basis of Preparation
A. Statement of Compliances
The consolidated financial Statements are prepared on accrual basis of accounting except
for the statement of cash flows and comply with the Indian Accounting Standards (Ind AS)
notified under the companies (Indian Accounting Standards) Rules and Companies (Indian
Accounting Standards) Amendment Rules, 2016, The companies Act 2013(to the extent
notified and applicable), other relevant provisions of the Act and Guidelines issued by the
Security Exchange Board of India (SEBI).
B. Basis of Measurement:
The Financial statements have been prepared at Historical cost except the following items
• Defined benefit plan - plan assets measured at fair value.
• Certain Financial Assets and Liabilities measured at fair market value
C. Functional and Presentation Currency
The Financial statements are presented in Indian Rupees (INR), which is the company’s
functional currency. All financial information presented in INR has been rounded off to the
nearest in Lakhs.
D. Use of Estimate and Judgments
In preparing these financial statements, management has made judgments, estimates and
assumptions, that affect the application of accounting policies and reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized prospectively.
Judgments
Information about judgments made in applying accounting policies that have the most
significant effects on the amounts recognized in the consolidated financial statements is
included in the following notes:
Note: 2:- Lease Classification
Assumption and Estimation Uncertainties
Information about assumptions and estimation uncertainties that have a risk significant
of resulting in material adjustments in the year ended 31st March 2019 is included in the
following notes:
Note 1 and 2 : Depreciation and amortization method and useful life of items of properties,
Plant & Equipments and Investment properties
Note 1 & 23 : Measurement of defined benefit obligations : Key actuarial assumptions
Note 1, 19 & 26 : Reorganization and measurement of provisions and contingencies : Key
assumptions about the likelihood and magnitude of an outflow of resources.

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RAJESH EXPORTS LIMITED

Note
No.
1 E. Measurement of Fair Value
A number of the company’s accounting policies and disclosures required measurement of
fair value, for both financial and non-financial assets and liabilities
The Company uses valuation techniques that are appropriate in the circumstances and for
which significant data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.
Significant valuation issues are reported to the Company’s audit committee. All assets and
liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable
market data as far as possible. If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the fair value hierarchy as the lowest
level input that is significant to the entire measurement. The Company recognises transfers
between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
For the purpose of fair value disclosures, the Company has determined classes of assets
and liabilities on the basis of the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy
iii. Significant accounting Policies:
a) Property, Plant and Equipments
Reorganization and Measurement
Fixed assets are stated at historical cost less accumulated depreciation and impairment
loss if any. The cost comprises purchase price, borrowing costs if capitalization criteria
are met and includes financing cost if any, relating to borrowed funds attributable to
construction or acquisition of fixed assets, up to the date when the asset is ready for
intended use, any trade discounts and rebates are deducted in arriving at the purchase
price. Subsequent expenditure on fixed assets after its purchase/ completion is capitalized
only if such expenditure results in an increase in the future benefits from such asset
beyond its previously assessed standard of performance.
Intangible assets are stated at cost less accumulated amortization and impairment.
Intangible assets are amortized over their respective individual estimated useful life on
a straight-line basis, from the date that they are available for useful. The estimated
useful life of an identifiable intangible asset is based on number of factors including the
effects of obsolescence, demand, competition and other economic factors, and the level
of maintenance expenditures required to obtain the expected future cash flows from the
asset. Amortization methods and useful life are reviewed periodically including at each
financial year end. Expenditure on research and development eligible for capitalization
is carried as intangible assets under development where such assets are not yet ready
for their intended use.
Work in Progress
Cost of fixed assets not ready for use before the balance sheet date is disclosed
under capital work-in-progress. Advances paid towards the acquisition of fixed assets
outstanding as of each balance sheet date is disclosed under long term loans and
advances.

96
Note
No.
1 Depreciation :
The Company has provided depreciation on straight line method over the useful lives
of the assets estimated by the management as per Schedule II of the Companies Act,
2013. Depreciation on additions or extensions to existing assets is provided so as to co-
terminate with the life of the original asset if it becomes internal part of the existing
asset or on the useful life of the asset if it is capable of independent use.
Asset Management Estimate Useful life
of useful life as per Schedule II
Building 30-60 years 30-60 years
Plant and Machinery 15 years 15 years
Generator 15 Years 15 years
Furniture and Fixtures 10 Years 10 Years
Office Equipment 05 Years 05 Years
Weighing Scale 15 years 15 years
Borewell 30-60 years 30-60 years
Technical Knowhow 8 Years 8 Years
Motor Vehicles 8 Years 8 Years
Lease hold land Lease Term Lease Term
Depreciation on additions (disposals) is provided on prorata basis, i.e from (up to) the
date on which asset is ready for use (Disposed of)
b) Investment Property
Investment property is property held either to earn rental income or for capital
appreciation or for both, but not for sale in the ordinary course of the business, use
in the production or supply of goods or services or for administrative purposes. upon
initial reorganization, investment property is measured at cost. subsequent to initial
reorganization, investment property is measured at cost less accumulated depreciation
and accumulated impairment losses, if any
On transition to Ind AS, the Company has elected to continue with the carrying value
of all of its investment property recognised as at 1 April 2015, measured as per the
previous GAAP and use that carrying value as the deemed cost of such investment
property.
c) Impairment of Assets
Assets are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognized
for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
When determining whether the credit risk of a financial asset has increased significantly
since initial recognition and when estimating expected credit losses, the Company
considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and
analysis, based on the Company’s historical experience and informed credit assessment
including forward- looking information.
iv. Inventories
Raw materials and stores, work-in-progress, traded and finished goods are stated at the
lower of cost, calculated on weighted average basis, and net realizable value. Cost of raw
materials and stores comprise of cost of purchases. Cost of work-in- progress and finished
goods comprises direct materials, direct labour and an appropriate proportion of variable

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1 and fixed overhead expenditure, the latter being allocated on the basis of normal operating
capacity. Cost of inventories also includes all other cost incurred in bringing the inventories
to their present location and condition. Costs of purchased inventory are determined after
deducting rebates and discounts. Net realizable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs
necessary to make the sale. Items held for use in the production of inventory are not written
below cost if the finished products in which these will be incorporated are expected to be
sold at or above cost.
v. Revenue Recognization
Revenue is measured at the fair value of the consideration received or receivable. Amounts
disclosed as revenue are inclusive of excise duty and net of returns, trade allowances, rebates,
sales tax, value added taxes, Goods & Service Tax (GST) and amounts collected on behalf
of third parties.
a) Revenue from sale of Goods
Revenue from sale of goods is recognized when the significant risks and rewards of
ownership have been transferred to the buyer, revenue can be measured reliably, the cost
incurred can be measured reliably, it is probable that the economic benefits associated
to the transaction will flow to the entity and there is no continuing management
involvement with the goods. Transfer of risks and rewards vary depending on the
individual terms of contract of sale.
b) Dividend Income
Dividend income on investments is accounted for when the right to receive the payment
is established, which is generally when shareholders approve the dividend.
c) Interest Income :
For all financial instruments measured at amortised cost, interest income is recognized
using the effective interest rate (EIR), which is the rate that exactly discounts the
estimated future cash payments or receipts through the expected life of the financial
instrument or a shorter period, where appropriate, to the net carrying amount of the
financial asset.
d) Rental income
Rental income from property leased under operating lease is recognised in the statement
of profit and loss on an actual basis over the term of the lease since the rentals are
in line with the expected general inflation. Lease incentives granted are recognised as
an integral part of the total rental income.
vi. Leases
At inception of an arrangement, company determines whether the arrangement is or contains
a lease
1. Assets Held under lease
Lease or property, plant and equipment that transfer to the company substainlly all
the risk and rewards of ownership are classified as finance lease.
The assets held under lease that don’t transfer to the company sustainably all risks
and rewards of ownership (Operating Lease) are not considered in company’s balance
sheet.
2. Lease Payments
Payments made under operating leases are generally recognized in profit or loss on
straight line basis over the term of lease. Minimum lease payment made under financial
leases is apportioned between finance charge and deduction of the outstanding liability.
3. Lease Income
Lease income from operating leases where the group is a lessor is recognized in income
on actual basis over the lease term .Since the lease receipts are in line with general
inflation rate.

98
Note
No.
1 vii. Financial Instruments
a) Financial Assets :
Recognition and Initial Measurement:
Trade Receivables and debt securities issued are initially recognized when they are
originated. All other financial assets and financial liabilities are initially recognized
when the company becomes the party to the contractual provisions of the instruments.
Classification and Subsequent Measurement
Financial assets at FVTPL -
These assets are subsequently measured at fair value. Net gains and losses, including
any interest or dividend income, are recognized in profit or loss
Financial assets at amortized cost -
These assets are subsequently measured at amortized cost using the effective interest
method. The amortized cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognized in profit or loss. Any gain
or loss on derecognition is recognized in profit or loss.
Equity investments at FVOCI -
These assets are subsequently measured at fair value. Dividends are recognized as
income in profit or loss unless the dividend clearly represents a recovery of part of
cost of the investment. Other net gains and losses are recognized in OCI and are not
reclassified to profit or loss.
Debt investments at FVTPL-
These assets are subsequently measured at fair value. Interest income under the effective
interest method, foreign exchange gains and losses and impairment are recognised in
profit or loss. Other net gains and losses are recognised in statement of profit and loss.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows
from the financial asset expire, or it transfers the rights to receive the contractual cash
flows in a transaction in which substantially all of the risks and rewards of ownership
of the financial asset are transferred or in which the Company neither transfers nor
retains substantially all of the risks and rewards of ownership and does not retain
control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognized on its
balance sheet, but retains either all or substantially all of the risks and rewards of
the transferred assets, the transferred assets are not derecognised.
b) Financial Liabilities :
Recognization and Measurement
Financial Liabilities initially recognized at fair value less transaction cost, that are
directly attributable and subsequently measured at amortized cost
Classification and Subsequent Measurement
Borrowings are classified as current liabilities unless the company has an unconditional
right to defer settlement of the liability atleast 12 months after the reporting period.
Derecognition
The Company derecognises a financial liability when its contractual obligations are
discharged or cancelled, or expired.
viii. Employee Benefits
Provident Fund contributions are charged to the Statement of profit and loss of the period
as and when the contribution to the respective fund is due. The Company has no obligation,

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Note
No.
1 other than the contribution payable under the respective scheme. Company’s employees
have not participated in Superannuation Schemes/ Plan.
The company provides for gratuity a defined benefit retirement plan (the Gratuity plan)
covering eligible employees. The gratuity plan provides a lump sum payment to vested
employees at retirement, death, incapacitation or termination of employment, of an amount
based on respective employee salary and tenure of employment with the company.
Liabilities with regard to the gratuity plan are determined by actuarial valuation, performed
by independent actuary, at each balance sheet date using the projected unit credit method.
The Company does not provide leave encashment and carry forward of accumulated leave
to next year to its employees.
ix. Foreign Currency Transactions :
For its import and export transactions the company is exposed to currency fluctuations on
foreign currency transactions, the company hedges its foreign exchange transactions against
its own imports and exports and also by way of forward contracts with banks.
Premium paid on forward contracts is recognized over the life of the contracts.
The Company enters into derivative contracts in the nature of foreign currency options, forward
contracts with an intention to hedge its existing assets and liabilities, firm commitments
and highly probable transactions.
x. Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s
taxable income based on the applicable income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences and to
unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation. It establishes provisions, where appropriate, on the basis of
amounts expected to be paid to the tax authorities
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the end of the reporting period and are expected
to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilize those
temporary differences and losses.
Deferred tax assets are recognized for all deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilize those
temporary differences and losses.
Deferred tax assets are not recognized for temporary differences between the carrying amount
and tax bases of investments in subsidiaries where it is not probable that the differences
will reverse in the foreseeable future and taxable profit will not be available against which
the temporary difference can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities are offset where the entity
has a legally enforceable right to offset and intends either to settle on a net basis, or to
realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates
to items recognized in other comprehensive income or directly in equity. In this case, the
tax is also recognized in other comprehensive income or directly in equity, respectively

100
Note
No.
1
For operations carried out in Special Economic Zones which are entitled to tax holiday
under the Income tax Act, 1961 no deferred tax is recognized in respect of timing differences
which reverse during the tax holiday period, to the extent company’s gross total income is
subject to the deduction during the tax holiday period. Deferred tax in respect of timing
differences which reverse after the tax holiday period is recognized in the year in which
timing difference originate.
Deferred Tax Assets include Minimum Alternative Tax (MAT) paid in accordance with the
tax laws in India, which is likely to give future economic benefits in the form of availability
of set off against future income tax liability. Accordingly, MAT is recognized as deferred
tax asset in the Balance sheet when the asset can be measured reliably and it is probable
that the future economic benefit associated with the asset will be realized.
xi. Provisions and Contingent Liabilities (Other than for employee benefit):
Provisions are recognized when the company has a present legal and constructive obligation
arising from past events, outflow of future economic benefits should be probable and it
should be measured in a reliable manner.
Provisions for onerous contracts i.e., contract where the expected unavoidable cost of meeting
the obligation under the contract exceed the economic benefits expected to received under it,
are recognized when it is probable that an outflow of resources embodying economic benefits
will be required to settle a present obligation as result of an obligating event based on a
reliable estimate of such obligations
Provisions are measured at the present value of managements best estimates. Expenditure
will be required to settle the present obligation at the end of the reporting period.
Disclosures of contingent liability is a present obligation as a result of past obligation
events on the basis of the evidence available, there is present obligation and an outflow of
resources embodying economic benefits where settlement is probable.
xii. Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial institutions, other short- term,
highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities in the balance sheet
Statement of cash flow is prepared in accordance with the indirect method prescribed in
Ind AS-7 ‘Statement of cash flows.
xiii. Earning Per Share :
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the
post-tax effect of extraordinary items, if any) by the weighted average number of equity
shares outstanding during the period. Diluted earnings per share is computed by dividing
the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any)
as adjusted for dividend, interest and other charges to expense or income relating to the
dilutive potential equity shares, by the weighted average number of equity shares considered
for deriving basic earnings per share and the weighted average number of equity shares
which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares
would decrease the net profit per share from continuing ordinary operations. Potential
dilutive equity shares are deemed to be converted as at the beginning of the period, unless
they have been issued at a later date. The dilutive potential equity shares are adjusted
for the proceeds receivable had the shares been actually issued at fair value (i.e. average
market value of the outstanding shares). Dilutive potential equity shares are determined
independently for each period presented.

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RAJESH EXPORTS LIMITED

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No.
1 xiv. Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised
and no longer at the discretion of the entity, on or before the end of the reporting period
but not distributed at the end of the reporting period.
xv. Recent accounting Pronouncements – Issued and effictive
Amendment to Ind AS 115 Revenue from Contracts with Customers
Ind AS 115 was issued on 28 March 2018 and supersedes Ind AS 11 Construction Contracts
and Ind AS 18 Revenue and it applies, with limited exceptions, to all revenue arising from
contracts with its customers. Ind AS 115 establishes a five-step model to account for revenue
arising from contracts with customers and requires that revenue be recognised at an amount
that reflects the consideration to which an entity expects to be entitled in exchange for
transferring goods or services to a customer.
Ind AS 115 requires entities to exercise judgement, taking into consideration all of the
relevant facts and circumstances when applying each step of the model to contracts with
their customers. The standard also specifies the accounting for the incremental costs of
obtaining a contract and the costs directly related to fulfilling a contract. In addition, the
standard requires extensive disclosures.
The Company adopted Ind AS 115 using the modified retrospective method of adoption. The
change did not have a material impact on the financial statements of the Company.
Amendment to Ind AS 21 The Effects of Changes in Foreign Exchange Rates
On March 28, 2018, Ministry of Corporate Affairs (MCA) has notified the Companies (Indian
Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21.
• Appendix B to Ind AS 21 applies when:
a. Pays or receives consideration denominated or priced in a foreign currency and
b. Recognises a non-monetary prepayment asset or deferred income liability – e.g. non-
refundable advance consideration before recognising the related item at a later date.
• Date of transaction for the purpose of determining the exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) is the date on which
an entity initially recognises the non-monetary asset or non-monetary liability arising
from the payment or receipt of advance consideration.
• If there are multiple payments or receipts in advance, the entity should determine a date
of the transaction for each payment or receipt of advance consideration.
The amendment has come into force from April 1, 2018.
The Company has evaluated the effect of this on the financial statements and the impact
is not material.
Amendment to Ind AS 40 Investment Property
The amendment lays down the principle regarding when a company should transfer an asset
to, or from, an investment property.
1) A transfer is made when and only when:
a. There is an actual change of use i.e. an asset meets or ceases to meet the definition
of investment property.
b. There is evidence of the change in use.
2) In isolation, a change in management’s intentions for the use of a property does not
provide evidence of a change in use.
The amendment will come into force from April 1, 2018. The Company has evaluated the
effect of this on the financial statements and the impact is not material.
xvi. Recent Accounting Pronouncement: Issued and not effective
Certain new standards, amendments to standards and interpretations are not yet effective
for annual periods beginning after April 1 2018, and have not been applied in preparing

102
Note
No.
1 these consolidated financial statements. New standards, amendments to standards and
interpretations that could have potential impact on the consolidated financial statements
of the Company are:
Ind AS 116 – Leases
On March 30, 2019, Ministry of Corporate Affairs notified Ind AS 116, Leases. Ind AS 116
will replace the existing leases Standard, Ind AS 17 Leases, and related interpretations.
The standard sets out the principles for the recognition, measurement, presentation and
disclosure of leases. Ind AS 116 introduces a single lessee accounting model and requires a
lessee to recognise assets and liabilities for all leases with a term of more than 12 months,
unless the underlying asset is of low value. The Standard also contains enhanced disclosure
requirements for lessees.
The standard allows for two methods of transition:
Full retrospective approach, requires entities to retrospectively apply the new standard to
each prior reporting period presented and the entities need to adjust equity at the beginning
of the earliest comparative period presented, or
Modified retrospective approach, under which the date of initial application of the new leases
standard, lessees recognise the cumulative effect of initial application as an adjustment to
the opening balance of equity as of annual periods beginning on or after April 1, 2019.
The Company will adopt this standard using modified retrospective method effective April
1, 2019, and accordingly, the comparative for year ended March 31, 2018 and 2019, will not
be retrospectively adjusted. The Company has elected certain available practical expedients
on transition.
The company is evaluating the requirements of the amendment and the effect on the financial
statements is being evaluated.
Appendix C to Ind AS 12 - Uncertainty over income tax treatments
On March 30, 2019, Ministry of Corporate Affairs issued Appendix C to Ind AS 12, which
clarifies the accounting for uncertainties in income taxes. The interpretation is to be applied
to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates, when there is uncertainty over income tax treatments under Ind AS
12. The entity has to consider the probability of the relevant taxation authority accepting
the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates would depend upon the probability. The effective
date for adoption of Appendix C to Ind AS 12 is April 1, 2019. The Company will apply
Appendix C to Ind AS 12 prospectively from the effective date and the effect on adoption
of Appendix C to Ind AS 12 on the consolidated financial statement is insignificant.
Amendment to Ind AS 12 – Income Taxes
On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 12 – Income
Taxes. The amendments clarify that an entity shall recognise the income tax consequences
of dividends on financial instruments classified as equity should be recognised according
to where the entity originally recognised those past transactions or events that generated
distributable profits were recognised. The effective date of these amendments is annual
periods beginning on or after April 1, 2019. The Company is currently assessing the impact
of this amendment on the Company’s consolidated financial statements.
Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement
On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee
Benefits’, in connection with accounting for planned amendments, curtailments and settlements
requiring an entity to determine the current service costs and the net interest for the period
after the remeasurement using the assumptions used for the remeasurement; and determine
the net interest for the remaining period based on the remeasured net defined benefit
liability or asset. These amendments are effective for annual reporting periods beginning
on or after April 1, 2019. The Company will apply the amendment from the effective date
and the effect on adoption of the amendment on the consolidated financial statement is
insignificant.

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RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Rs. in lakhs  Rs. in lakhs

3 INVESTMENTS
(i) Investment in Equity instruments(Unquoted) 541.17 541.17
(ii) Investments in Government or Trust
- securities and others 22.36 22.36
(iii) Other Non- Current Investments 83,340.00 77,940.00
(iv) Investments in Mutual Funds 24,856.82 23,477.12

Total Non Current Investments 108,760.34 101,980.65

4 LOANS
Security Deposits Furnished 4,155.52 4,155.02
Capital Advances 1,807.02 823.68
Total Long Term Loans and Advances 5,962.54 4,978.70

5 INVENTORIES
(i) Gold Jewellery and Gold 389,679.44 168,149.73
(ii) Diamonds 1,676.36 1,675.36
(iii) Silver 1,981.20 1,999.39
(iv) Oysterbay Items 372.09 372.09
Total Inventories 393,709.10 172,196.57

6 TRADE RECEIVABLES
a. (i) Outstanding for less than 6 months,
Considered Good (Net ) 608,997.55 393,288.03
(ii) Outstanding for more than 6 months,
Considered good(Net) 440.22 440.22
b. Sundry Debtors on Interest on ICD’s 5,357.47 5,528.72
Total Trade Recievables 614,795.25 399,256.97

104
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Rs. in lakhs  Rs. in lakhs

7(a) CASH AND CASH EQUIVALENTS


(i) Bank Balances in Current Accounts 23,132.61 22,139.46

(ii) Cash on hand 38.23 364.74

Total Cash and Cash Equivalents 23,170.83 22,504.20

7(b) Bank Fixed Deposits


(i) Unpaid Dividend Bank Accounts 192.20 55.17

(ii) Fixed Deposits with banks 1,482,980.74 1,424,395.63

Total Bank Fixed Deposits 1,483,172.93 1,424,450.80

8 SHORT TERM LOANS AND ADVANCES


(i) Advances Recoverable in
Normal Course of Business 25,425.66 16,606.00

(ii) Advances to employees 26.03 19.62

(iii) Inter Corporate Deposits 26,323.60 27,628.06

Total Short term Loans and Advances 51,775.29 44,253.68

9 OTHER FINANCIAL ASSETS


(i). Balances with Govt departments 56,175.94 51,733.13

(ii). Other Receivables 1,209.16 2,709.50

Total Other Financial Assets 57,385.10 54,442.63

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RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Number Rs. in lakhs  Number Rs. in lakhs

10 SHARE CAPITAL
Authorised Share Capital
30,00,00,000 Equity Shares of Re.1/- each 3,000.00 3,000.00 3,000.00 3,000.00
Issued, Subscribed & Paidup Share Capital 2,952.60 2,952.60 2,952.60 2,952.60
Reconciliation of number of equity shares outstanding
at the beginning and at the end of the year
Number of shares outstanding as at the beginning of the year 2,952.60 2,952.60
Add:
Number of shares allotted as fully paid-up bonus shares
during the year Nil Nil
Number of shares allotted during the year as fully paid-up
pursuant to a contract without payment being received in cash Nil Nil
Number of shares allotted to employees pursuant to ESOPs/ESPs Nil Nil
Number of shares allotted for cash pursuant to public issue Nil Nil
Less:
Number of shares bought back during the year Nil Nil
Number of shares outstanding as at the end of the year 2,952.60 2,952.60

Number of shares held by each shareholder holding more than 5 percent of the Equity
Shares of the Company are as follows:
Name of the shareholder As at 31st March, 2019 As at 31st March, 2018
No. of Shares held % of Holding No. of Shares held % of Holding
Mr.Rajesh J Mehta 884.37 29.95 881.81 29.86
Mr.Prashanth J Mehta 371.62 12.58 371.62 12.58
M/s.Bridge India Fund 289.77 9.81 289.77 9.81
Mr.Mahesh J Mehta 240.41 8.14 240.41 8.14

i) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being
received in cash - NIL (Previous Year - NIL)
ii) Aggregate number and class of shares allotted as fully paid up by way of bonus shares - NIL
(Previous Year - NIL)
iii) Aggregate number and class of shares bought back - NIL (Previous Year - NIL)
iv) Each Equity Share entitles the holder to one vote and carries an equal right to dividend.

106
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Rs. in lakhs  Rs. in lakhs

11 OTHER EQUITY
(A) Securities Premium Reserve
(i) As per last Balance Sheet 64,492.95 64,492.95
(ii) Additions during the year 0.00 0.00

Total Securities Premium Reserve 64,492.95 64,492.95

(B) General Reserve:


(i) As per last Balance Sheet 143,500.00 143,500.00
Add: Transferred from Profit and loss Account 0.00 0.00

Total General Reserve 143,500.00 143,500.00

(C) Surplus in Statement of Profit and Loss


(i) As per last Balance Sheet 475,908.68 352,577.84
(ii) Add: Profit for the year 129,207.22 126,578.71
(iii) Add: Profit from Associate - -
605,115.90 479,156.55
Less: Appropriations
a) Dividend Paid (2,952.60) (3,247.87)
Available Surplus in Statement of
Profit and Loss 602,163.30 475,908.68

(D) FCTR

a) FCTR 70,895.72 30,610.39

Total FCTR 70,895.72 30,610.39

(E) Total Other Equity 881,051.97 714,512.02

12 OTHER FINANCIAL LIABILITIES


(i) Franchise Deposit Received 386.22 430.77
(ii) Rent Advance 255.52 214.23
(iii) Other Long term liability
(iv) Bank Debt 12,549.94 24,417.29
Total Other Financial Liabilities 13,191.69 25,062.30

13 DEFERRED TAX LIABILITIES (NET)


Deferred Tax Liabilities 8,579.60 7,871.63
Deferred Tax liabilities ( Net ) 8,579.60 7,871.63

107
RAJESH EXPORTS LIMITED

Note Particulars As on 31.03.2019 As on 31.03.2018


No. Amount in Rs.  Amount in Rs.
14 LONG-TERM PROVISIONS
(i) Other Provisions 169.49 -
(ii) Provision for gratuity 67.28 219.40
Total Long Term Provisions 236.78 219.40

15 SHORT TERM BORROWINGS


(a) Secured
(i) Working Capital Loans
(secured against stocks, book debts, -
- Immoveable properties and export bills) 186,048.37 123,504.72
(ii) Loans against Company’s own -
- Fixed deposits with Banks 418,833.29 733,451.77
(iii) Bank Borrowing 12,610.20 12,208.65
(b) Unsecured
(i) From Directors 2,350.69 2,554.45
Total Short Term Borrowings 619,842.56 871,719.59

16 TRADE PAYABLES
(i) Raw Materials 466,180.52 211,809.10
(ii) FLC liabilities 880,472.38 504,488.77
Total Trade Payables 1,346,652.90 716,297.87

17 OTHER FINANCIAL LIABILITIES


(i) Unpaid Dividend* 192.20 55.17
(ii) Other Payables 1,857.01 1,782.90
Total Other Current Liabilities 2,049.21 1,838.07
*Unclaimed Dividend kept in separate bank accounts

18 OTHER CURRENT LIABILITIES


(i) Vat 6.09 -
(ii) Advance Received From Customers 881.52 888.77
Total Other Current Liabilities 887.61 888.77

19 SHORT-TERM PROVISIONS
(i) Provision for income tax 4,533.12 7,245.71
(ii) Short term provisions 4,167.83 4,904.89
Total Short Term Provisions 8,700.95 12,150.61

20 REVENUE FROM OPERATIONS


Revenue from operations* 17,576,312.34 18,768,610.44
Total Revenue from Operations 17,576,312.34 18,768,610.44
*includes interest received on fixed deposits & Mutual Funds
made for margin purposes for the sake of procurement of
Raw Materials
108
Note Particulars As on 31.03.2019 As on 31.03.2018
No. Amount in Rs.  Amount in Rs.
21 OTHER INCOME
(i) Interest on ICD’s 5,113.45 3,815.80
(ii) Other Miscellaneous income 1,603.85 2,375.04
(iii) Rent received 36.47 9.23
Total Other Income 6,753.77 6,200.07

22 COST OF MATERIAL CONSUMED


(i) Raw material consumed 17,310,794.81 18,481,853.11
(iii) Currency Hedging and Forex Fluctuation cost 34,022.97 53,146.26
Total Cost of Material Consumed 17,344,817.78 18,534,999.37

23 EMPLOYEE BENEFIT EXPENSES


(i) Salaries and wages 12,917.66 11,626.99
(ii) Contribution to PF, ESIC and gratuity 34.02 1,792.13
(iii) Staff Welfare Expenses 2,267.81 1,260.64
Total Employee Benefit Expenses 15,219.49 14,679.76

24 SELLING & ADMINISTRATION,


OTHER EXPENSES
Rent 142.97 114.13
Repairs & Maintenance 1,789.61 896.31
Legal, Professional and consultancy charges 1,564.22 417.95
Postage &Telegrams &Telephones 64.25 48.84
Insurance 3,251.24 3,087.86
Rates, Taxes & Octrai Charges 55.70 1,210.87
Auditors Fees 115.14 76.61
Advertisement, Publicity and others 457.12 290.18
Travelling and Conveyance 245.40 1,052.85
Hedging fees and Charges 13,765.02 10,221.33
Freight Charges 1,395.07 1,922.51
Printing & Stationery 50.61 47.92
Membership Fees 169.14 173.08
Donation 44.01 77.64
Commission and other Misc expenses 9,138.45 6,224.91
Other Manufacturing and Processing Expenses 2,122.95 1,353.15
Bad debts written off 2,319.31 3,272.88
Loss on sale of fixed assets 171.83 -
Total S&A and Other Expenses 36,862.04 30,489.00

25 FINANCE COST
(i) Bank charges 1,161.39 5,212.02
(ii) Interest on working capital 43,005.68 48,455.53
Total Finance Costs 44,167.07 53,667.55

109
RAJESH EXPORTS LIMITED

Note
No.
26 NOTES TO FINANCIAL STATEMENT
1. Related Party Disclosure (Rs. in lakhs)

Loans and advances Current Year Previous Year Max. Balance at any Relationship
Balance Balance time during the year
current year
Laabh Jewels Gold Pvt Ltd 18.25 18.25 18.25 Associate Entity
Shubhlaabh Housing Pvt Ltd 379.00 379.00 379.00 Associate entity
REL Singapore Pte Ltd 186,893.33 186,893.33 186,893.33 Subsidiary Entity
Global Gold Refineries 167.58 167.58 167.58 Step Down Subsidiary
Valcambi SA 150,694.72 190,471.02 190,471.02 Step Down Subsidiary

2. Transactions with related parties (Rs. in lakhs)

Name of the related party Description of Description of 31.03.2019 31.03.2018


the nature of the nature of
relation transaction

Rajesh. J. Mehta Chairman Remuneration 1.20 1.20


Prashanth.J.Mehta Managing Director Remuneration 1.20 1.20
Bhavesh B Mehta Relative of Director Remuneration 1.80 1.80
Rajesh. J. Mehta Chairman Loan 1,403.95 1,829.11
Prashanth.J.Mehta Managing Director Loan 946.74 725.35

3.
Contingent Liabilities (Rs. in lakhs)

Name of Nature of Amount Period to which Forum where


the Statute the due the amount dispute is pending
relates

ESI of Karnataka ESI 89.27 2000-03 The Appeals Authority


ESI, Karnataka
ESI of Karnataka ESI 37.78 2006-07 The Appeals Authority
ESI, Karnataka
Service Tax Service Tax 367.25 2006-07 The Appellate Tribunal
Service tax
4. Earnings and Expenditure in foreign currency (Rs. in lakhs)
Particulars As on 31.03.2019 As on 31.03.2018
Foreign Exchange Earnings 4,171,174.67 2,836,631.35
Foreign Exchange Outgo 4,111,201.23 3,233,762.68

110
Note
No.
26 5. In Accordance with the Accounting Standards on “Income Taxes” issued by the Institute of
Chartered Accountant of India, The Company has recognized the Deferred tax liabilities on
account of timing differences of Rs. 408.63 lakhs as on 31st March 2019 (Previous Year
Rs. 461.67 lakhs) as there is no virtual certainty that such deferred assets can be realized against
future taxable profits. The breakup of deferred tax liabilities not recognized is furnished here
under: (Rs. in lakhs)
Particulars Current Year Previous Year

Deferred Tax Liability


Time Difference on account of Depreciation &
Other Inadmissible Expenditure 53.02 1.02
Less: Deferred tax asset accounted Previously (461.67) (462.69)
Net Deferred tax liability Recognized during the year (408.65) (461.67)

6. Leases
Operating lease:
The Company has let-out and taken premises under cancellable operating lease agreements,
which the Company intends to renew in the normal course of its business. The lessee cannot
sublease these properties. Total lease rentals recognized as income ( on cash basis) in the Profit
and Loss Account for the year with respect to above is Rs.36.47 lakhs (Previous year
Rs. 9.23 lakhs) and total lease rentals paid recognized as expenditure is Rs.40.64 lakhs (Previous
year Rs. 34.56 lakhs).
i. Capital and other commitments
Estimated amount of contracts remaining to be executed on capital account and not provided
for is NIL (Previous Year is NIL).
ii. Micro and Small Enterprises dues

Based on the information / Documents available with the Company, amounts due to micro and
small enterprises are NIL.

7. Brief Particulars of Employees who were entitled to receive or were in receipt of emoluments
aggregating to Rs.60 lakhs or more per annum and/or Rs.5 lakhs or more per month, if
employed, for a part of the year is Nil (Previous Year Nil)

8. Segment reporting policies:

The Company and other Companies in the group are mainly engaged in the business of gold
and gold products. These, in the context of IND AS 108 on segment reporting, issued by The
Institute of Chartered Accountants of India are considered to constitute one single primary
segment.

9. Company has identified that there is no material impairment of assets and as such no provision
is required as per Accounting Standards issued by the ICAI.

10. In the opinion of the management, no provision is required against contingent liabilities.

111
RAJESH EXPORTS LIMITED

Note
No.
26 11. Financial risk management
The Company’s financial assets majorly comprise of trade receivables, current investments,
deposits with banks and cash & cash equivalents. The Company’s financial liabilities majorly
comprises of borrowings, trade payables and other commitments.
The Company is primarily exposed to market risk, credit risk and liquidity risk arising out of
operations and the use of financial instruments. The Board of Directors have overall responsibility
for establishment and review of the Company’s risk management framework.
The Company’s risk management policies are established to identify and analyse the risks
faced by the Company, to set appropriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions affecting business operations and the Company’s activities.
a. Market risk
Market risk is that risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market risk comprises three type of risk:
interest rate risk, currency risk and other price risk, such as commodity risk. The expose
to currency risk and interest risk is given below:
(a) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate due to changes in market interest rates. The Company’s
exposure to the risk of changes in interest rates relates primarily to the Company’s
debt obligations with floating interest rates. The Company’s borrowings are short term
/ working capital in nature and hence are not exposed to significant interest rate risk.
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure
will fluctuate because of changes in foreign exchange rates. The Company’s exposure
to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities (when revenue or expenses is denominated in a foreign currency)
and the Company’s net investment in foreign subsidiaries.
b. Credit risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial
instrument or customer contract leading to financial loss. The Company’s exposure to credit
risk arises from its operating and financing activities. The credit risk arises primarily from
trade receivables, and the maximum exposure to credit risk is equal to the carrying value
of financial assets.
In order to mitigate the credit risk on receivables, credit quality of the customer is assessed
based on the credit rating scorecard and individual credit limits are defined in accordance
with this assessment. Outstanding receivables are monitored on an ongoing basis to ensure
timely collections and to mitigate the risk of bad debts.
An impairment analysis is performed at each reporting date for the outstanding trade
receivables and expected credit loss if any are provided for. The Company’s maximum
exposure to counterparty credit risk at the reporting date is the carrying value of financial
assets.
c. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily
from mismatches of the maturities in financial assets and liabilities. The Company’s objective
is to maintain a balance between continuity of funding and flexibility. The Company’s
treasury management team monitors on a daily basis the fund positions/requirements and
identifies future mismatches in funds availability and reports the planned and current
liquidity position to the top management and board of directors of the Company.

112
Note
No.
26 The table below summarises the maturity profile of the Company’s financial assets and
liabilities at the end of the reporting period based on contractual undiscounted cash flows:
As at 31 March 2019 (Rs. In Lakhs)
Particulars One Year One to Over five Total
or Less five years years
Financial Assets
Investments(Non Current) 24,856.82 48,476.36 - 73,333.18
Loans (Current and
Non Current) 44,212.53 191,872.03 - 236,084.56
Trade Receivables 235,311.57 - - 235,311.57
Cash and Cash Equivalents 1,447,034.53 - - 1,447,034.53
Other Financial Assets 56,294.07 - - 56,294.07
Financial Liabilities
Borrowings 607,232.36 - - 607,232.36
Trade Payables 1,047,504.30 - - 1,047,504.30
Other Financial Liabilities
(Current and Non current) - 2,248.08 - 2,248.08
12. Transfer pricing
The Company has imported gold from its associate enterprise within the meaning of section
92BA and 92A of the Income Tax Act, 1961 respectively. The gold has been imported based
on international price and the price has been assessed and verified by the customs authorities,
which clearly demonstrates that the transaction is at arms length.
13. Earning Per Share
(a) Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted
average number of ordinary shares outstanding during the financial year held by the Company.

Group
Particulars 2019 2018
Rs. in lakhs Rs. in lakhs

Profit attributable to equity holders of the parent company 44,206.19 44,118.38


Number of shares in issue (net of treasury shares)
as at beginning of year 2,952.60 2,952.60
Effect of treasury shares - -
Effect of rights shares - -
Effect of warrants - -
Effect of share options - -
Weighted average number of ordinary shares in issue 2,952.60 2,952.60
Basic earnings per share (s) 14.97 14.94

113
RAJESH EXPORTS LIMITED

Note
No.
26
(b) Diluted

For the purpose of calculating diluted earnings per share, the profit attributable to equity
holders of the parent and the weighted average number of ordinary shares outstanding during
the financial year have been adjusted for the dilutive effects of all potential ordinary shares,
warrants and share options granted to employees. The dilutive earning per share is calculated
by dividing the profit attributable to equity holders of the parent company by the weighted
average number of shares that would have been in issue upon full exercise of the remaining
warrants, adjusted by the number of such shares that would have been issued at fair value as
follows:

Particulars Group
2019 2018
Amount (Rs.) Amount (Rs.)

Profit attributable to equity holders of the parent company 44,206.19 44,118.38


Number of shares in issue (net of treasury shares)
as at beginning of year 2,952.60 2,952.60
Weighted average number of ordinary shares in issue 2,952.60 2,952.60
Basic earnings per share (s) 14.97 14.94

14. The previous year’s figures are regrouped / rearranged wherever deemed necessary.

For and on behalf of the Board As per our Report of even date
For P V RAMANA REDDY & CO
RAJESH MEHTA PRASHANT MEHTA AADYA OJHA Chartered Accountants,
Chairman Managing Director Company Secretary Firm Regn. No. 007156S
DIN : 00336457 DIN : 00336417 M.No. A50340 Sd/-
VIJAYA LAKSHMI (CA. P V RAMANA REDDY)
Place: Bengaluru Independent Director B. VIJENDRA RAO Proprietor
Date : May 29, 2019 DIN : 071460 Chief Financial Officer M.No. 204588

114
RAJESH EXPORTS LIMITED
CIN: L36911KA1995PLC017077
Regd. Office : # 4, Batavia Chambers, Kumara Krupa Road,
Kumara Park East, Bengaluru-560 001.
Tel: 080-22266735, Fax: 080-22259503, Website: www.rajeshindia.com

Ballot Notice
Dear Members,
Notice is hereby given pursuant to the provisions of Section 110 and other
applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read
together with the Companies (Management and Administration) Rules, 2014
(including any statutory modification or re-enactment(s) thereof for the time
being in force), that the resolutions given in the AGM Notice are proposed
to be passed by the Members through electronic voting (e-voting) / ballot.
The Board of Directors of the Company (“Board”) has appointed Mr. Deepak
Sadhu, Practicing Company Secretary, as the Scrutinizer (“Scrutinizer”) for
conducting e-voting / ballot voting process in a fair and transparent manner.
Members desiring to opt for e-voting as per the facilities arranged by the
$

Company are requested to read the instructions in the Company’s Annual


Report under the section ‘The instructions for shareholders voting
electronically,’ given in the AGM Notice.
Members desiring to opt for ballot voting are requested to carefully read
the instructions printed in the Ballot Form (attached with the Annual
Report) and return the same duly completed to The Scrutinizer,
c/o Rajesh Exports Limited; #4, Batavia Chambers, Kumara Krupa
Road, Kumara Park East, Bangalore-560001 not later than 5 P.M. on
September 29, 2019. Please note that, Ballot Forms received after 5 P.M.
on September 29, 2019 shall be deemed invalid.
The results declared along with Scrutinizer’s Report, shall be placed on
the Company’s website www.rajeshindia.com and on the website of the
National Securities Depository Limited within two days of the passing of
the Resolutions at the AGM of the Company on Wednesday, October 2,
2019, and communicated to the BSE Limited and National Stock Exchange
of India Limited, where the shares of the Company are listed.

by order of the Board of Directors

for Rajesh Exports Limited

Company Secretary

115
BALLOT FORM

1 Name(s) & Registered Address of


the Sole / First named Member
2 Name(s) of the Joint holder(s), if any
3 Registered Folio Number / DP ID No. /
Client ID No (if shares are in demat)
4 Number of Equity Share(s) held

I/We hereby exercise my/our vote(s) in respect of the Resolutions set out in the Notice of the 25th Annual
General Meeting (AGM) of the Company to be held on Saturday, September 30, 2019 by sending my/our
assent or dissent to the said Resolutions by placing the tick (√) mark at the appropriate box below:
(FOR) (AGAINST)
Number of I/we assent I/we dissent
Item Description of Resolution Equity Shares to the to the
No Held by me/us Resolution Resolution
1 To receive, consider and adopt the Financial
Statements for the year ended 31st March 2019
as at that date together with the reports of the
Directors and Auditors thereon
2 To declare dividend
3 To ratify re-appointment of auditors and
fix their remuneration
4 To appoint a director in place of
Mr. Prashant Mehta, who retires by rotation in
terms of Section 152(6) of Companies Act, 2013
and being eligible offers himself
for re-appointment.
5 To approve the appointment of Joseph T D as
Non Independent and Non-executive Director

Place:
Date: Signature of the member

INSTRUCTIONS
1) If a member exercises voting rights through voting by electronic means (“e-voting”), the Ballot Form need not be sent to the
Company.
2) A Member desirous for exercising vote by physical Ballot may complete this Ballot Form and send it to The Scrutinizer (c/o
Rajesh Exports Limited; #4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bangalore-560001).
3) For detailed instructions on e-voting, please refer to the notes appended to the Notice of the AGM.
4) The Ballot Form should be completed and signed by the member as per the specimen signature registered with the Company. In
case of joint holding, the same should be completed and signed by the first-named member and in his/her absence, by the next-
named member.
5) Corporate / Institutional Members (that is, other than individuals, HUF, NRI, etc.) opting for physical Ballot are also required
to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen
signature(s) of the duly authorized representative(s), to the Scrutinizer along with the Ballot Form.
6) The consent must be accorded by recording the assent in the column “FOR” and dissent in the column “AGAINST” by placing a
tick mark (3) in the appropriate box.
7) The vote(s) of a member will be considered invalid inter alia on any of the following grounds:
a) If Ballot Form other than one issued by the Company is used
b) If the member’s signature does not tally
c) If the member has put a tick mark (3) in both the columns, that is, for ‘Assent’ and also for ‘Dissent’ to the resolution in such
manner that the aggregate shares voted for ‘Assent’ and ‘Dissent’ exceed the total number of shares held;
d) If the Ballot Form is unsigned, incomplete or incorrectly filled; or received after 5.00 P.M. on Sunday, September 29, 2019.
e) If the member has made any amendment to the resolution or imposed any condition while exercising his vote;
f) If the Ballot Form is received torn or defaced or mutilated;
g) Any competent authority has given directions in writing to the Company to freeze the voting rights f the member.
8. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member/beneficial owner (in case of
electronic shareholding) as on Friday, September 20, 2019.
RAJESH EXPORTS LIMITED
CIN: L36911KA1995PLC017077
Regd. Office : # 4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru-560 001.
Tel: 080-22266735, Fax: 080-22259503, Website: www.rajeshindia.com

ATTENDANCE SLIP
To be handed over at the entrance of the Meeting venue
Folio No./Client ID: ________________________________________No. of Shares: ________________________________

Name of Member/Proxy: __________________________________________________________________________________


hereby record my presence at the 25th Annual General Meeting at 12.00 Noon, Monday, on 30.09.2019 at Guru
Raja Kalyana Mantap, No 21, Crescent Road, Next to Karnataka Film Chamber of Commerce (Near
Shivanada Circle), Bangalore – 560 001.

Member’s/Proxy’s Signature
Notes : 1. Members are requested to produce the above attendance slip, duly signed in accordance with
their specimen signatures registered with the Company, for admission to the meeting.
2. Members are informed that no duplicate attendance slips will be issued at the hall.

RAJESH EXPORTS LIMITED


CIN: L36911KA1995PLC017077
Regd. Office : # 4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bengaluru-560 001.
Tel: 080-22266735, Fax: 080-22259503, Website: www.rajeshindia.com
Form No. MGT-11
PROXY FORM
$

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

Name of the Member(s) :


Registered Address :
Email ID :
Folio No./Client ID :
DP ID :

I/We being a Member(s) of _____________________ shares of Rajesh Exports Limited hereby appoint:

1. Name : ________________________________________ Address : ___________________________________________

Email Id : ______________________________________ Signature : __________________________________________

2. Name : ________________________________________ Address : ___________________________________________

Email Id : ______________________________________ Signature : __________________________________________

as my/our proxy to attend and vote for me/us on my/our behalf at the 25th Annual General Meeting of the
Company at 12.00 Noon, Monday, on 30.09.2019 at Guru Raja Kalyana Mantap, No 21, Crescent Road, Next to
Karnataka Film Chamber of Commerce (Near Shivanada Circle), Bangalore – 560 001 and at any adjournment
thereof in respect of such resolutions as are indicated below:
Resolution No.

1. _____________________________________
2. _____________________________________
3. _____________________________________
Affix Re. 1
4. _____________________________________ Revenue
Stamp
5. _____________________________________
Signed this ____________________ day of _______________________
Signature of the shareholder __________________________________
Signature of Proxy holder ________________________________
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ROAD MAP TO AGM VENUE
Book-Post

If undelivered please return to :

RAJESH EXPORTS LIMITED


No.4, Batavia Chambers
Kumara Krupa Road
Kumara Park East, Bengaluru-1. INDIA.

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