| The Directors have pleasure in presenting the TENTH ANNUAL REPORT
together with the Audited Accounts of the company for the financial
year ended 31st March, 2010.
AMALGAMATION OF ERSTWHILE TANMAI JEWELS PVT LTD WITH THE COMPANY
The Scheme of Amalgamation of erstwhile Tanmai Jewels Private Limited
(TJPL) with your Company (formerly known as Master Multi-Tech Limited)
with effect from 1st April, 2008 (appointed date) was sanctioned by
Honble High Court of Andhra Pradesh at Hyderabad wide its order dated
13th July, 2010. Further, the name of your Company was changed from
MASTER MULTI-TECH LTD to VAISHNAVI GOLD LTD with effect from 21st
September, 2010 and a fresh Certificate of Incorporation was issued by
the Registrar of Companies, Hyderabad, Andhra Pradesh.
The amalgamation has enabled creation of an integrated Corporate
Structure for Development of Gold Business of the Company, achieving
economies of scale, operational and managerial efficiency and enhanced
resource mobilization capacity required for growth. It would also
result in uniform management philosophy, utilization of common pool of
talent, flexibility in funding expansion plans and achieving better
cash flows substantially enhancing shareholders value. It would also
result in better utilization of resources and capital and would not
only create a stronger base for future growth of the Gold business but
would also result in creating a better and healthier balance sheet
facilitating increasing the share holders Value. The amalgamation also
enhances the competitive strength of the Company to participate
vigorously in high growth opportunities available in the Gold Sector.
Consequent upon the said amalgamation, the shareholders of erstwhile
Tanmai Jewels Private Ltd. as on 15th October, 2010, were allotted
10498500 Equity shares by the Company, as per exchange ratio provided
in the sanctioned Scheme.
FINANCIAL RESULTS:
The performance of the company for the financial year ended 31st March
2010 is summarized below.
(Rs. In Lakhs)
PARTICULARS 2009-10 2008-09
(12 Months) (11 Months)
Gross Revenue 17300.78 13926.59
Total Expenditure 16533.02 13060.70
Profit before Financial Charges,
Depreciation and Taxation 767.76 866.59
Less: Financial Charges 337.11 252.52
Depreciation 116.17 64.95
Profit/(Loss) before Tax (PBT) & Extra
Ordinary Item 314.48 548.43
Add: Extra Ordinary Item 0.00 32.96
Profit/(Loss) before Tax (PBT) 314.48 581.39
Less: Provision for Current Tax 87.59 69.21
Fringe Benefit Tax 0.00 3.02
Deferred Tax Liability / (Asset) 12.73 90.88
Profit/(Loss) after Tax 214.13 418.27
Less : Provision for Dividend 92.00 0.00
Balance carried to Balance Sheet 122.13 418.27
PERFORMANCE
The Income from Operations stood at Rs. 17300.78 Lakhs as against Rs.
13926.59 Lakhs for the corresponding previous year. The Company posted
Profit before tax of 314.48 Lakhs as against Rs. 548.43 Lakhs(
including extra ordinary income of Rs .32.96 Lakhs) for the previous
year and Profit after Tax of Rs. 214.43. Lakhs as against Rs. 418.27
Lakhs for the corresponding period.
FUTURE OUTLOOK:
In the Coming Financial Years, the Board will put its major thrust in
developing domestic Jewellery Market, with its Innovative products and
Schemes. The company will put efforts to make the best use of the
Synergies resources available consequent to Merger.
The company has recently opened its new retail Jewellery Show Room in
Kukatpally Hyderabad with a Floor area of 4500 sqfts. The Company plans
to Expand its chain of stores acorss India, beginning with South.
DIVIDEND:
Your Directors recommend 5% dividend on each Equity share of Rs 10/-
Each for the financial year 2009-2010.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58Aof the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
During the Year Mr.Ch.Raghu, Mr.B.Chandrasekhara Rao, Mr.B.Ramakrishna,
M.Satyanarayana, Mr.D.Murali.Mr.K.Sandeep were resigned from the Board
as Directors Since Last AGM.
And Mrs.K.Srivalli, Mr.N.Venkata Subbarao.were appointed as Directors
w.e.f. 15.05.2010 and Further Mr.M.J.V.V.D.Prakash, MrsM.Jyothsna
Lakshmi & K.Narsi Reddy were appointed as Directors w.e.f. 15.10.2010.
Upon Merger of Tanmai Jewels Pvt Ltd with the Companey then
Mr.Ch.Raghu, resigned from the office of the Director as on 15.10.2010
and Mr.M.J.V.V.D.Prakash was appointed as Managing Director in
accordance with the provisions of Section 269 read with Schedule XIII
of the Act, for a period of 5 years with a remuneration of Rs 50000/-
Per Month and Mrs. M.Jyothsna Lakshmi appointed as Executive Director
with a Remuneration of Rs 50000/- Per Month w.e.f 15.10.2010 for a
period of 5 Years.
AUDITORS:
M/s P.S.Nagaraju & Co, Chartered Accountant, Hyderabad, retire at the
conclusion of ensuing Annual General Meeting & being eligible, offer
himself for re-appointment. He has furnished a certificate stating that
his re-appointment, if made, will be within the limits laid down under
Section 224(1 B) of the Companies Act, 1956. The Board recommends his
re-appointment fortheFY2010-11
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the financial year 2009-10 .
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) 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 and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditors Certificate on its compliance.
LISTING:
Your Companys shares are presently listed on the Stock Exchanges of
Ahmedabad, Calcutta and Pune.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
By Order of the Board of Directors
For Vaishnavi Gold Limited
Sd/ Sd/-
M.J.V.V.D.Prakash M.Jyothsna lakshmi
Managing Director Executive Director
Place : Hyderabad
Date : 04.12.2010
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