DR 2014 kohinoor - with pics - Bombay Stock Exchange · Corporate Governance. Given below is a report on Corporate Governance: 1. Company’s philosophy on code of Corporate Governance

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BOARD OF DIRECTORS Mr. Kiritbhai Surajram Bhatt Chairman & Managing Director Mr. Rajiv Kiritbhai Bhatt Director Mr. Sanjivbhai Kiritbhai Bhatt Director Mr. Bhavin Prakash Chandra Shastri Director Mr. Aswad Pothiawala Aminbhai Director Mrs. Dharniben Sanjivbhai Bhatt Director

AUDITORS

M/s. Bharat & Company. Chartered Accountants, Surat

REGISTERED OFFICE

"Kohinoor House" Plot No.1, Gajera, Industrial Estate,

Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006,

Gujarat

KOHI NOOR TECHNO ENGI NEERS LI MI TED Annual Report 2013-14

NOTICE FOR ANNUAL GENERAL MEETING

NOTICE is hereby given that Annual General Meeting of the Company will be held at "Kohinoor House", Plot No.1, Gajera, Industrial Estate, Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006, Gujarat India on 30th September, 2014 at 2.30 p.m. to transact the following business:- ORDINARY BUSINESS: 1. To receive and adopt the audited balance sheet as 31st March 2014 and profit & loss account of the company for the year ended on 31st March 2014 and the Report of the Directors’ and Auditors. 2. To re-appoint Director in place of Mr. Rajiv Kiritbhai Bhatt who retires by rotation and being eligible offers themselves for re-appointment. 3. To re-appoint the Auditor & fix their remuneration.

For & on behalf of the Board of Director of the

Company Date: 30/05/2014

Place: Surat

Sd/- Sd/- Sd/- Kiritbhai Bhatt Rajiv Bhatt Sanjivbhai Bhatt

Managing Director Director Director (DIN: 01632285) (DIN: 01632211) (DIN: 01689640)

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be lodged at the registered office of the Company not later than 48 hours before the meeting.

2. The Register of Members and the Share Transfer Books of the Company will remain closed

from 23rd September, 2014 to 30th September, 2014 (both days inclusive). 3. The Company has appointed M/s. Sharepro Services (India) Private Limited, as its

Registrars and Share Transfer Agents for rendering the entire range of services to the Shareholders of the Company. Accordingly, all documents, transfers, Demat request, change of address intimation and other communication in relation thereto with respect to shares in electronic and physical form should be addressed to the Registrars directly quoting Folio No., full name and Address to Sharepro Services (India) Private Limited, Unit: Kohinoor Techno Engineers Limited.


4. The Register of Directors’ shareholding, maintained under section 307 of the companies

act, 1956, will be available for inspection by the members at the AGM. 5. The Register of Contracts, maintained under section 301 of the companies Act, 1956, will

be available by the members at the registered office of the Company.

6. Members/proxies should bring the attendance slip duly filled in for attending the Meeting.

7. Members are requested to bring their copies of the Annual Report to the Meeting.

8. The Company is concerned about the environment and utilizes natural resources in sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, has by its circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively, permitted companies to send official documents to their shareholders electronically as part of “GREEN INITIATIVES” in corporate governance.

9. Members are requested to update their Email ID with their respective depository participant and with the Company’s Registrar and Transfer Agents (RTA) to enable dispatch the communications in electronic form from time to time as your Company have taken a "Green Initiative" as per the directions of Ministry of Corporate Affairs, New Delhi allowing paperless compliances for Companies.

10. Members holding shares in physical form are requested to notify to the company’s Registrar and share Transfer Agent, M/s. Sharepro Services (India) Private Limited quoting their folio, any change in their registered address with pin code and in case their shares are held in dematerialized form, this information should be passed on to their respective Depository Participant.

11. Corporate Members intending to send their authorized representatives under Section 113 of the Companies Act, 1956, are requested to send a duly certified copy of the board Resolution authorizing their representatives to attend and vote at the Meeting.

12. In case of joint holding, the joint holder whose name stands first, as per the Company’s records, shall alone be entitled to vote.

For & on behalf of the Board of Director of the Company

Date: 30/05/2014

Place: Surat



Regd. Office: "Kohinoor House", Plot No.1, Gajera, Industrial Estate, Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006


ANNEXURE TO THE NOTICE

Notes on Director seeking appointment/re-appointment as required under Clause 49 of the listing Agreement entered into with Stock Exchanges:

PROFILE OF DIRECTOR BEING APPOINTED/ RE-APPOINTED

Item No.2

Name Mr. Rajiv Bhatt

Date of Birth 12/01/1975

Date of Appointment 29/01/2009

No. of shares held in the company 675000 Shares

No. of warrants held in the company Nil

Directorship in other company Kohinoor Techno Machines Limited


DIRECTORS’ REPORT To, The Members,

KOHINOOR TECHNO ENGINEERS LIMITED

The Directors’ present the 21st Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW: During the year under review the total income from operations was Rs.11,92,64,232 as compared to Rs. 11,33,32,324 of that of the previous Year. The Company has provided Rs. 27,242 for depreciation. The Company has planned future operations for which it has set up an R & D Department which has been the focus and strength of the company. This effort has helped the industry by many innovative products and technologies. The consulting staff of the Company has been involved in the design, erection, start-up, and management of all phases of manufacturing operations. This practical experience is accompanied by access to meaningful information that represents the real performance and capability of these operations. Examples of these important databases include production cost, labor content, process specification, quality, and process control information gathered from diamond units. The Company's Operations fall under two segments namely "Making of Machineries relating to Diamonds Business and related service" and "Trading in Diamonds".

DIRECTORS: Mr. Rajiv Bhatt Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT: As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts: The applicable accounting standards have been followed along with proper explanation relating to material departures. Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. The annual accounts have been prepared on a going concern basis.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE: A. Conservation of Energy: Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is applicable to company. B. Research and Development:

R & D forms the basis of Kohinoor's efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Kohinoor and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our engineering & manufacturing personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgo: Foreign Exchange Earning is NIL Total Foreign Exchange Outgo is Rs. 10,25,361/-

APPOINTMENT OF AUDITORS: M/S. Bharat & Company., Chartered Accountants, Surat, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS: Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE: A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT: The Company's Operations fall under two segments namely "Making of Machineries relating to Diamond Business and related service" and "Trading in Diamonds".


ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.


Date: 30/05/2014

Place: Surat




DISCLOSURE OF PARTOCULARS WITH RESPECT TO COSERVATION OF

ENERGY:

SR

NO.

Particulars

Unit 2013-14 2012-13

(I) POWER AND FUEL

COSUMPTION

1. Electricity

(a) Purchased Unit 12964 14955

Total Amount Rs. 109879 114404

Rate/Unit Rs,/ Unit 8.47 7.65

(b) Own -- --

Generation (Units) -- --

2. Coal -- --

Quantity Kg -- --

Total Cost Rs. -- --

Average Rate Rs./Kg -- --

3. High Speed Diesel/ LDO -- --

Quantity Liters -- --

Total Cost Rs. -- --

Average Rate Rs./ Liters -- --

4. Other Internal

Generation

-- --

(II) Consumption per unit of

production:

132.29 128.92


REPORT ON CORPORATE GOVERNANCE (Pursuant to Clause 49 of the Listing Agreement)

A. Mandatory Requirements The Board of Directors of the Company gives due support to the principles behind the good Corporate Governance. Given below is a report on Corporate Governance: 1. Company’s philosophy on code of Corporate Governance Corporate Governance is an integral part of value, ethics and best business practices followed by the Company. The core values of the Company are commitment to excellence and customer satisfaction, maximizing long-term value for stakeholders, socially valued enterprise and caring for people and environment. Statutorily, Corporate Governance involves transparency, full disclosure, independent monitoring the state of affairs and being fair to all shareholders. The company’s philosophy of corporate governance is not only to meet statutory requirements but also to go beyond that and to attain a high level of transparency and accountancy in the functioning of the Company and the conduct of the business both internal and external. This is done with the sole view to enhance share holder’s value. 2. Board of Directors 2.1 Composition of the Board: The Board of Directors of the Company comprised 3 Non Executive Directors and 2 Executives Directors. The Directors also comprised three independent directors. The Chairman is an Executive director.

Name of Director

Category of Director

Mr. Kiritbhai Surajram Bhatt Chairman & Managing Director

Mr. Rajiv Kiritbhai Bhatt Executive Director

Mr. Sanjivbhai Kiritbhai Bhatt Executive Director

Mr. Bhavin Prakash Chandra Shastri Non Executive Independent Director

Mr. Mohamed Aswad Pothiawala Non Executive Independent Director

Mrs. Dharniben Sanjivbhai Bhatt Non Executive Independent Director

2.2 Responsibilities of the Board The responsibility such as policy formulation, performance review and analysis and control, direction and management of the affairs of the company is vested in the Board of Directors presided over by the Chairman and Managing Director. The Board has delegated some of its powers to the executives of the company. The Board reviews from time to time such delegated powers and their utilisation for effective functioning of the Company. 2.3 Meeting and Attendance Record of Directors The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the


meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required. During the year under review, the Board met 6 times on the following dates: 28/05/2013 30/05/2013 31/05/2013 14/08/2013 11/11/2013 07/02/2014 c. Attendance of Directors at Meetings of Board of Directors and last AGM:

Name of Director Category of Directorship

No. of Meetings Attended

Attendance at the last AGM held

Mr. Kiritbhai Surajram Bhatt Chairman & Managing Director

6

YES

Mr. Rajiv Kiritbhai Bhatt Executive Director 6

YES

Mr. Sanjibhai Kiritbhai Bhatt

Executive Director 6

YES

Mr. Bhavin Prakash Chandra Shastri

Non Executive Independent Director

6

YES

Mr. Mohamed Aswad Mohamedamin Pothiawala


6

YES

Mrs. Dharniben Sanjivbhai Bhatt


6

NO

2.4 Details of Directors seeking re-appointment at the ensuing Annual General Meeting As per the provisions of the Companies Act, 2013, two third of the directors of a company should be retiring directors, of which one third of such directors are required to retire every year and if eligible, they qualify for re-appointment. Mr. Rajiv Bhatt, Director of the Company who retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment. Profile of Mr. Rajiv Bhatt, Director being re-appointed u/s 152(6) of the Companies Act, 2013

Name Mr. Rajiv Bhatt

Date of Birth 12/01/1975

Date of Appointment 29/01/2009

No. of shares held in the company 675000 shares

No. of warrants held in the company Nil

Directorship in other company Kohinoor Techno Machines Limited

2.5 Details of Directors who are as Chairman and Directors in other Public Companies None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 (C) (ii) across all the Companies in which he is a director. The necessary disclosure regarding Directorship and Committee position have been


made by the Directors who are on the Board of the Company as on 31st March, 2014 and the same is reproduced herein below :

Sr. No.

Name of Director No of Directorship in other Public Companies

No. of Committees positions held as Chairman on other public Companies

No. of Committees positions held as member in other public Company

1. Mr. Kiritbhai Surajram Bhatt 1 -- --

2. Mr. Rajiv Kiritbhai Bhatt 1 -- --

3. Mr. Sanjivbhai Kiritbhai Bhatt 1 -- --

4. Mr. Bhavin Prakash Chandra Shastri

-- -- --

5. Mr Aswad Mohamedamin Pothiawala

-- -- --

6. Mrs. Dharniben Sanjivbhai Bhatt

-- -- --

3. COMMITTEE OF BOARD: The Company had Three Board Committees. These are 1. Audit Committee 2. Remuneration Committee

3. Share Transfer & Shareholders/Investor Grievance Committee Moving with various committees formed and reported in the previous Annual Report and in line with the requirements of SEBI and Stock Exchanges, the Board has formally constituted the following committees of Directors. 3.1 Audit Committee: The Audit committee constituted by the Board of directors as per the provisions of Clause 49 of the listing Agreements as well as in Section 292A of the Companies Act, 1956, comprises of three members viz. Mr. Bhavin Prakash Chandra Shastri, Mrs. Dharniben Sanjivbhai Bhatt and Mr. Kiritbhai Surajram Bhatt, who are well versed with finance, accounts, management and corporate affairs. Two members constitute the quorum of the said Audit Committee Meeting. Mr. Bhavin Prakash Chandra Shastri is the Chairman of the committee. The Audit Committee of the Board of Directors of the Company, Inter-aila, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. The audit committee while reviewing the Annual Financial Accounts ensures compliance of the Accounting Standard (AS) issued by the Institute of Chartered Accountants of India.


TERMS OF REFERENCE: The scope of activities of the Audit Committees includes the following: A. Overseeing the company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible. B. Recommending the appointment and removal of external auditor, fixation of audit fees

and also approval for payment of any other Consultancy services provided by the statutory auditor.

C. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

- Any changes in accounting policies and practices. - Major accounting entries abased on exercise of judgment by management. - Qualifications in draft audit report. - Significant adjustments arising out of audit. - The going concern assumption - Compliance with accounting standards - Compliance with stock exchange and legal requirements concerning financial

statements - Any related party transactions i.e transactions of the company of material nature,

with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of company at large.

D. Reviewing with the management, external and internal auditors, the adequacy of internal

control systems. E. Reviewing the adequacy of internal audit function, including the structure of the internal

audit department, staffing and seniority of the official heading the department. Reporting structure, coverage and frequency of internal audit.

F. Discussion with internal auditors any significant findings and follow up there on. G. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the board.

H. Discussions with external auditors before the audit commences, the nature and scope of

audit, as well as conduct post audit discussions to ascertain any area of concern. I. Reviewing the company’s financial and risk management policies. J. To look into the reasons for substantial defaults in the payment to the depositors,

shareholders (in case of non payment of declared dividend) and creditors. Executive summary of the Audit Committee Meetings are placed before the immediate next Board Meetings held after the Audit Committee for deliberations and the full minutes of the same are placed before the following Board Meeting for recode. The Board of Directors, regularly appraised on the recommendations for the Audit Committee, further, at the beginning of the financial year, the Committee discuss the plan for the internal audit and statutory audit.

Dates of the Audit Committee Meetings are fixed in advance and agenda is circulated to the Directors at least seven days before the meeting.


As required under Clause 49(III)(E) of the Listing Agreement, the Audit Committee had reviewed the following information: - Management Discussion and analysis of financial condition and results of operations. - Statement of significant related party transactions submitted by management - Management letters/letters of internal controls, weaknesses issued by the Statutory Auditors. - Internal Auditors Reports relating to internal control weaknesses. - Appointment, removal and terms of remuneration of the internal auditors. During the year under review, the 4 Audit Committee Meetings were held during Financial Year 2013-2014. The dates on which the said meetings were held as follows:

30/05/2013 14/08/2013 11/11/2013 07/02/2014

The necessary quorum was present at the meetings.

3.2 Remuneration Committee The remuneration committee of the Company comprises of Mr. Kiritbhai Bhatt, Mr. Bhavin Prakash Chandra Shastri, and Mrs. Dharniben Sanjivbhai Bhatt. The Remuneration Committee reviewing the overall compensation policy, service agreements and other employments and other employment conditions of Managing / Whole time Directors and Managing Director etc. 3.3 Share Transfer & Shareholders’/Investor Grievance Committee:

The Share Transfer & Shareholders’/Investor Grievance committee comprises as under:

Sr. No.

Name Position

1 Mr. Rajiv Bhatt

Chairman

2 Mr. Bhavin Prakash Chandra Shastri

Member

3 Mr. Mohamed Aswad Mohamedamin Pothiawala

Member

The committee is responsible for approving and monitoring transfers, transmission, splitting and consolidation of shares issued by the Company. In addition to that, the committee also monitors redressal of complaints from shareholders relating to transfer of shares, non-receipt of balance sheet etc., No sitting fees is paid to the committee members. The status of shareholders’ complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 31st March, 2013 is given below):

Complaints Status: 01.04.2013 to 31.03.2014

• Number of complaints received so far : 1

• Number of complaints solved : 0

• Number of pending complaints : 1


Compliance Officer: Mr. Rajiv Bhatt is Compliance Officer for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

4. GENERAL BODY MEETINGS: (a) The location and time, where last three years Annual General Meetings are as follows :

Year Venue

Date Time

2010-2011 Kohinoor House", Plot No.1, Gajera, Industrial Estate, Opp. I.C.Gandhi Mill, A.K.Road, Surat- 395006, Gujarat

22/09/2011 12.30 p.m.


29/09/2012 2.30 p.m.


27/09/2013 2.30 p.m.

(b) All the resolutions including special resolutions set out in the respective notices were passed by the shareholders. The following special resolutions were passed in previous Three Annual General Meeting for the year:

No Extra Ordinary General Meeting held during the financial year under review.

2013 No Special resolution was passed in the Annual General meeting of 2013.

2012: Following Special Resolutions were passed in the Annual General Meeting of 2012:

• Reappointment of Mr. Kiritbhai bhatt as Managing Director of the Company and Change in terms and conditions for reappointment.

2011: Following Special Resolutions were passed in the Annual General Meeting of 2011:

• Mrs. Dharniben Bhatt who had been appointed as additional Director has been regularized in the AGM.

POSTAL BALLOT:


No Special Resolution passed through postal ballot pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 Rules. 5. DISCLOSURES: (a) Disclosures on materially significant related party transactions, i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company at large as mentioned at sub note 1 of Note No. 34 of Notes on Financial Statements for the year ended 31st March 2014. (b) Details of non-compliance by the company, penalties, strictures, imposed on the company by the stock exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: NIL CEO/CFO CERTIFICATION: (Under Clause 49(V) of Listing Agreement) We Certify that -- a. We have reviewed the financial statements and the cash flow statement for the year 2013-14 and that to the best of our knowledge and belief: � These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; � 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. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2013-14 which are fraudulent, illegal or violative of the Company’s code of conduct; c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we are aware of and the steps we have taken or propose to take to rectify these deficiencies. d. We have indicated to the Auditors and the Audit Committee � Significant changes in internal control over the financial reporting during the year 2013-14; � Significant changes in accounting policies during the year 2013-14 and that the same have been disclosed in the notes to the financial statements; and � Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over the financial reporting.


6. MEANS OF COMMUNICATION: The Board of Directors of the Company approves and takes on record the quarterly, half yearly and yearly financial results in the Performa prescribed by Clause 41 of the Listing Agreement within one month of the close of the respective period. The approved financial results are forthwith sent to the Mumbai Stock Exchange. The same are not send to the shareholders separately. The Company’s financial results and officials news releases are displayed on the Company’s website. i.e www.kohinoormachineries.com No formal presentations were made to institutional investors or to the analysts during the year under review. The Management Discussions and Analysis Report forms part of the Directors Report and is given separately.

7. GENERAL SHAREHOLDERS’ INFORMATION: a. Annual General Meeting: Date, Time and venue: 30th September, 2014 at 2.30 p.m. at the Registered Office of the Company.

b. Financial Year: 1st April 2013 to 31st March 2014. c. Financial Calendar:

Financial reporting for the quarter ending June 30, 2014 Second week of August, 2014

Financial reporting for the quarter ending September 30, 2014 Second week of November, 2014

Financial reporting for the quarter ending December 31, 2014 Second week of February, 2015 Financial reporting for the quarter

ending March 31, 2015 Second week of May, 2016 d. Date of Book Closure: 23rd September, 2014 to 30th September, 2013 (both days inclusive). e. Dividend Payment Date: N.A. f. Listing of Equity Shares on Stock Exchanges: The Bombay Stock Exchange Limited Annual listing fees for the financial Year up to 31-03-2014 has been paid. g. Stock Code: BSE 519485 h. Demat ISIN number: INE237D01014


I. Market price data: Price per share has been reported to take place as follows:

Month High Price Low Price

April 2013 2.29 1.98

May 2013 0 0

June 2013 1.89 1.89

July 2013 0 0

August 2013 0 0

September 2013 0 0

October 2013 1.82 1.65

November 2013 1.90 1.81

December 2013 2.08 1.99

January 2014 2.28 2.00

February 2014 2.60 2.39

March 2014 2.86 2.60

j. Performance of the Company’s shares in comparison with broad-based indices as BSE’s

Sensex:

0

1

2

3

4

5

April

13`

May

13`

June

13`

July

13`

August

13`

Sept

13`

Oct

13`

Nov

13`

Dec

13`

Jan 14`

Feb 14`

March

14`

Months

Share

Price

High PriceLow Price

k. Registered and Transfer Agent: M/s. Sharepro Services (India) Private Limited, 301/302,

III floor, High Street-1, opp Law Gardens, Ellis Bridge, Ahmedabad 380 004, Tel: 079-6607 6000, Fax: 079-6607 6005 as the common agency both in respect of demated shares.

The transfer of shares in physical mode is maintained by the secretarial department of the Company, in house at the registered office of the Company.

l. Share Transfer System: All the transfers are received and processed by share Transfer

agents and are approved by share transfer committee. Share Transfer requests received are confirmed within 15 days.


m. Distribution of Shareholding as on 31.03.2014.

Rs. Rs. No. % to total % to total

1 500 1173 72.77 245627 0.59

501 1,000 214 13.28 176371 0.42

1001 2,000 98 6.08 144656 0.35

2001 3,000 47 2.92 120636 0.29

3001 4,000 23 1.43 82734 0.20

4001 5000 17 1.05 77439 0.19

5001 10000 15 0.93 111752 0.27

10001 999999998 25 1.55 40878805 97.71

Total 1612 100.00 41838020 100.00

Share Holders Number of Share

Share Holding of

Nominal Value

n Shareholding pattern as on 31.03.2014

Category No of Shares held % of Shareholding

a. Promoters and persons

who may be deemed to be

acting in concert including

promoter/directors group

Companies 1310042 31.32

b. Other bodies corporate 58152 1.39

c. Indian public 2813873 67.26

d. NRI & Others 1335 0.03

TOTAL 4183402 100

Dematerialization of shares: As on 31-03-14 Demated shares accounted for 64.37% (26,92,902 Equity Shares) of total equity.

Outstanding GDR / ADR / Warrants: Not Applicable

Address for communication: 1. Sharepro Services (India) Private Limited

301/302, III floor, High Street-1, opp Law Gardens, Ellis Bridge, Ahmedabad 380 004 Tel: 079-6607 6000 Fax: 079-6607 6005

2. Kohinoor Techno Engineers Limited Kohinoor House", Plot No.1, Gajera, Industrial Estate, Opp. I.C.Gandhi Mill, A.K.Road, Surat- 395006, Gujarat Website: www.kohinoormachineries.com

Declaration of compliance with the code of conduct

All the Directors and senior management personal have, respectively, affirmed compliance with the code of conduct as approved and adopted by the Board of Directors.

For, Kohinoor Techno Engineers Limited

Date: 30/05/2014 Place: Surat

Sd/- Managing Director

DIN: 01632285


ANNEXURE “B” TO DIRECTORS’ REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Business Overview We at Kohinoor Techno Engineers Limited dedicate excellence in our prime mission of software development for diamond machineries and now taking initiatives in the business of diamond machineries in diamond industry with updated technology, keeping in mind the need of the industry and global competency.

Thirty to forty years back when small diamond polishing industries flourished in Gujarat most people were using very simple grinding wheels. Most machines were made in India and over a period of time little improvised machines were imported from Russia. We were one of the pioneers in India to design and manufacture semi-automatic machines. The kind of machines and systems we have sold in last 10 to 15 years is way ahead of 1st and 2nd generation machines used 20 to 30 years back. Most Indian competition still sell 3rd generation machines, whereas development and launch of our ‘Smart series’ - The 4th generation machines with embedded intelligence, will prove to be an inflection point in the history of diamond processing industry. At the moment following companies are considered our competition in Indian and global market:

1. Sarine Technologies Ltd., Israel

2. Sahajanand Laser Technology Ltd., India

3. HRD Antwerp, Belgium

4. DRC Techno, India

5. Bettonville, Belgium

6. Lexus, India

India processes 80 % global demand of small diamonds. This is labor intensive industry. Thirty years back when sophisticated technology was not available and unemployment in Indian Rural areas and other Asian countries was rampant. Millions of rural youths took to cutting and polishing of diamonds in India and elsewhere. In last 20 years prosperity has increased and those who spent their youth grinding star and millie diamonds are attaining retirement age. These people have provided education to their kids who don’t want to join this labor oriented industry as more and lucrative economic avenues are available to them. This is creating dearth of skilled labor in industry. Labor cost is increasing by day. New recruits lack skills and competence – which at times result in damage and breakage. There is no option but to employ ‘Smart Machines’ which can be easily handled by any man of average intelligence with some training. One man can handle more than one machine. This is the obvious solution to the industry facing today and can be the only trend. 80% of small diamonds are processed in India and 80% of this 80% is processed in Surat. Remaining 20% diamonds are proceed in Navsari, Mumbai, Ahmedabad, Bhavnagar, Rajkot and several interior villages in Gujarat. Outside India, China Thailand and some African countries have also started processing diamonds in last 5 to 10 years. However, they still lack skills and infrastructure compared to India. If labor cost may be a concern in China, whereas labor skills are a concern in African continent. Once again automation and smart machines is the only answer to both the issues. Diamond industry is poised to grow because of acceptance and promotion of CVD and HPHT diamonds’ easy availability and acceptability as ‘GEM’ in jewellery industry. Industrial production of ‘near gem’ or ‘gem’ quality diamonds will certainly increase the consumption in the middle class globally. With increased demands of processed diamond at one end and lack of skilled man power at the other- smart technologies is the only answer.


We are sure that our company is thinking pro-actively in the right direction. Soon there can be recognized demands of smart systems, as soon as any manufacturer offers the products to the market. We are sure our ‘Smart Brut’ and other products in the pipeline shall enjoy a bright future and so is our company. Our present business model is very simple: We have offices and resident sales and service engineers located at all the strategic locations in Gujarat and rest of India. We have been exporting our systems to all over the world where exist a diamond processing unit. We are also keenly focusing on replacement of old conventional 2nd and 3rd generation machines with our 4th generation smart systems. We are introducing our ‘Smart Systems’ wherever a new unit is coming. Most big size daimantaires have shown keen interest in our new ‘smart machine’ and many have placed orders with us for ‘Smart Brut.’

OVERALL REVIEW OF COMPANY

Product Portfolio

A new technology always helps the industry and society in terms of desired quality and quantity of production output. At Kohinoor we develop smart technological solutions for diamond cutting and polishing industry. These solutions are combination of artificial intelligence & robotics technology. Our technologies provide value added solutions for diamond cutting and polishing industry in particular and promote Gems &Jewellery industry, in general. As part of our continuous improvement program, we are introducing ‘Smart series machines’ for different operations to cut & polish the diamonds faster but at reduced waste and economically. Following thirteen ‘Smart series machines’ are results of our decade long close interaction with hundreds of small and big production houses and the issues these people face. Our Smart series machines are equipped with artificial but intelligent brain.

1) Smart Brut

2) Smart Polish

3) Smart Assort

4) Smart Security

5) Smart Cutting

6) Smart Soft

7) Smart Table

8) Smart Girdle Facet

9) Smart Count

10) Smart Sieves

11) Smart Saw Advisor

12) Smart Blade Sawing

13) Smart Planner & Marker


We would like to give detailed description of all our products, their market potential & market acceptance and why we think that these will be the future of our industry? Currently Gems & Jewellery industry is facing lack of new skilled labor. According to available industry statistical data, around 200,000 diamond cutting and polishing artisans shall retire in next two years& to compensate this scarcity of fully skilled artisans, only artificial intelligence is the solution. Hence, Kohinoor is concentrating with the help of world’s best universities, scientist, technologists& engineers within-house R&D team to deliver best solutions& products which will surely helps local as well as global diamond industry to meet the huge demands of Gems & Jewellery - as annual growth of market is more than 10 percent.

1. Smart Brut

This machine is designed for bruting process in diamond. Its smart and intelligent functionsare inbuilt planning, auto centering & auto angle positioning - as per plan, which previously manipulated manually by operator.Itsauto-stop function not only increases accuracy level but also eliminates need of trained &fully skilled labor. Machine reduces breakage, transfer error & improves quality by its outstanding performance.


Market Potential

• More than 10 thousand conventional machines using manual process

(designed 7 to 10 years back) are currently working in the market. We are

sure these can be replaced by the smart intelligent system.

Market Acceptance

• Reduced labor, cost & freedom from scarcity of labor.

• Low capital investment due to inbuilt planning option.

• Single operator can handle more machines, at a time.

• Maximum optimization of rough as per cut & grade selection of worldwide

GIA norms.

• No breakage of rough diamond.

• In-built data storage facility.

• Quick guaranteed returns on the investment made.

• Quality outputs.

• Reduced theft problems.

• Increased yield.

2. Smart Polishing

Polishing is the main operation in diamond, which fully depends on the skill of artisan. All 56 facets along with table mean total 57 facets to be polished in such a symmetrical way to increase the beauty of diamond. It’s a main manual process which is still totally depends on manual work. In practice, artisans polish the diamond by frequent inspection of the diamond, at short intervals, while processing on the polishing bench. Our ‘smart polish’ machine hasim bedded intelligence more than 10 times as compared to unskilled human being and have more efficiency than normal polishers.

Market Potential

• More than 100,000 fully skilled artisans are going to retire this year

according to government of India statistical data already 50,000 artisans

retired from this industry in last two years and new generation is not

coming to this industry due to unorganized & un-reputed way of doing job.

Market Acceptance

• More than 2500 ‘Smart polishing’ machines can be installed in a span of 5

years as per demand forecast of certification institute such as GIA, IGI &

EGS etc.

• 24hours slim less working capacity & low labor cost.

• Global demand of same due to its smart & intelligent factor to fulfill the

polished diamond demand.

• Quick guaranteed returns on investment.


• Increased life of ‘scaife’ saves incurring cost to buy it frequently.

3. Smart Assort

Assorting is the process of rough& polish diamond in terms of 4Cs- cut, carat, clarity & color. ‘Smart Assort’ is fully automated computerized robotic systems which categorize the diamonds onall these parameters with inbuilt capability of weight and optical characteristics measurement& processing techniques. The ‘Smart Assort’ machine will do assorting of rough and polish diamond. It would help cleaving department do more than 70% of work easily.

Market Potential

Cleaving process is back bone of diamond industry. At the moment more than 40% of manual labor is used in assorting of rough & polish diamond. Due to its fast operation speed ‘Smart Assort’ gives comfort to manufacturing as well as trading houses to make manufacturing and selling cycle faster.

Market Acceptance

• Reports of each diamond are stored in data base which helps next

level operation smoother.

• Four times more speed compared to manual assorting.

• Low space & low power consumption, which helps to make profit.

• Scope of international market wherever a diamond trading house is

located.

• More than 10,000 machines can be installed in couple of years.

• Reduced labor cost.

• Quick guaranteed returns on investment.

4. Smart Security

Diamond is aprecious stone. It needs strong security right from mines to cutting and polishing to use by an end user. ‘Smart security’ is the robot with artificial intelligence system which stores the bio-medical data of every person who is associated with the diamond manufacturing unit, mines, trading house. Its access control process is too helpful for security purpose. It controls theft and promote safe and smooth environment at work place.

Market Potential

• According to government data 500 big and 4000 small polishing units

are running in India. These big and small polishing units support

5000 trading houses& 2000 Jewellery units in India. Every unit need

security & access control to protect them from loss.

Market Acceptance

• Reduced security cost.

• Save time by eliminating paper work.


• Checking and authorization of inward & outward person is

automatically handled by robot.

• Artificial intelligence is the future of industrial world.

5. Smart Cutting

It’s a laser cutting system used for sawing & bruting of diamond. Only system which can saw and brut any shape of diamond. Its smart function includes saving breakage of diamond while process. Its sophisticated controls offer variable cutting speed and power of laser appropriate to physical parameters and tensions present in diamond which helps diamantaires to reduce loss due to breaking which occur in sawing & bruting process.

Market Potential

• Near about 12000 lasers units are being used in diamond industry for

bruting & sawing process.

• Huge scope of replacement of first generation systems or upgrade

same system to achieve desired results.

• Nature sourced or artificial labs made rough diamonds are

continuously increasing which can increase the demands for laser

machines for increased processing in future.

Market Acceptance

• Reduced breakage is the main and huge benefit.

• Laser is a necessity of industry today and its anti-breakage feature is

always welcomed by industry.

6. Smart Soft

It’s ERP (Enterprise Resource Planning) software which is used to connect all the systems of ‘Smart Series’ with the help of local area network connection LAN/WIFI the software which drives the organization from first stage of rough inputs to last stage of polish and selling; a virtual platform which connects all the departments of organization and keep records and manage accounts. This is a monitoring as well as control software which reduces lots of administrative efforts. It is necessary to purchase this software by organization which is responsible to interconnect the entire smart series product along with account and administration department.

Market Potential & Acceptance

• As it is compulsory software to drive intelligent factory its selling is

directly depends on all the smart products.

• Software quantity is directly proportion to numbers of factory where

smart series is installed.


7. Smart Table

This is robotic arm used to polish table or window blocking on rough diamond according to plan.


• Dearth of labor due to retirement of old hands.

• Cost effectiveness.

• Single operator can handle multiple arms.

• Higher accuracy.

• Demand of more than ten thousand arms to fulfill the current

production lineup.

8. Smart Girdle Facet

These robotic arms are used for girdle faceting on diamond. The diamond above 30 cent compulsorily requires girdle facet and the average production of bigger diamonds is approximately 15 lacs per day. There is no other company to offer automatic machine for girdle facet.


• At least 5000 unit can be sold in couple of years.

• Fast production.

• Low labor cost.

• Increased accuracy level.

• Single operator can handle more machines.

9. Smart count

It is used to count rough & polished diamond according to their lot size. It not only saves the data but also transfers the data to other departments.


• Market potential is approximate 10000 units in future.

• Every unit of diamond polisher & trader can be a buyer of this

equipment.

10. Smart Sieves

This system is used to segregate the rough and polished diamond as per its respective sizes. Fast, smooth and noise free process compared to manual work.


• All diamond factoriesand trade housesrequire same for their daily

sheaving process.

• More than 10000 units can be sold in next 5 years.


11. Smart Saw Advisor

This system gives 3D cutting option in laser sawing process, which helps minimum weight loss in sawing. This software advises laser operator to position the start point of sawing.


• 2500 polishing units can buy this product.

• Reduces weight loss by 1%

• Eliminates human error.

• Quick returns, within 3 months, against investment.

• Measures angle of cutting and pre defines weight loss which is not

possible to judge by a human.

12. Smart Blade Sawing

It’s a portable blade sawing machine which gives automatic feed to cut the diamond with the help of blade it is faster than manual machine.


• Worldwide 15000 machine running already.

• Small footprint; no need of heavy foundation.

• More than 4000 machines can be installed in couple of years.

13. Smart Planner & Marker

This system gives planning of rough diamond by optimizing the best plan and auto inclusion, plotting and tension (feather) plotting. A unique combination which gives best yield option as per international gemological institute such as GIA, IGI, AGS , EGL etc. after marking on the surface of rough diamond with the help of laser.


• Minimum 100 machines can be installed in a year.

• Less expensive as compared to imported machine.

• Additional feature of tension detection & feather plotting promotes

the sales.


OUR PRODUCTS


INDUSTRY SCENARIO

Worldwide diamond demand is continuously increasing. To fulfill this increased demand, now science & technology is successfully used in preparing ‘Lab diamond’ (Manmade synthetic diamond with natural physical characteristic) which also require increased quantity of machinery & equipment to cut and polish these diamonds. This is good news to the Indian diamond cutting and polishing machinery industry. The industry has current turnover of 1 lac crore and plays major role in earning export revenue for Indian government.

OPPORTUNIES AND THREATS

An Initiative that Transformed the Industry

Kohinoor, the leading company in diamond machinery manufacturing industry-developing enduring relationship with customers by providing quality products and service since 25 years.

• Machine is suitable for making Table or Block the rough diamond according to laser marking. • Easy to learn & operate. • Guarantee a quick return on your investment. • Suitable for table blocking for every cut. • Reduced production cost as one operator can operate two mills. • It’s outstanding double System of sensing and micron setting which gives highest accuracy level ever seen before. • 16 grain selection operating System which gives smooth luster finishing on table. • Its solid rigid design gives you long lasting performance. • User friendly break selection option. • Available best path selection facility.

Our Clientele With consistent quality products and services, we have achieved total customer satisfaction resulting in worldwide customer base. We have been able to achieve long standing association with our clients by offering them maximum benefits through our superior quality of services and products. We have a wide network of distributors and offices, which are always there to assist our clients in meeting all of their requirements with utmost precision and within time. Our teams of technically sound sales persons ensure prompt delivery of goods and provide friendly assistance with round the clock services to our valued customers.

Quality Assurance

• Committed to deliver an up to date technology through continuous innovation and research

• Equipped with required infrastructure and utility

• Advance lab fully equipped for monitoring of test results and monitoring of produced machines in plant

• Equipped with required all testing / measuring / trial equipments for demonstration and measurement


• Skilled expert of diamond industry with mechanical technocrats with advance software technology made, research easier and quicker 3-D modeling of design and components are prepared for design validation prior to match required standard of accuracy and strength.

• After sale support team is linked with R&D team for timely update of product performance and analysis of complain route cause to make product error / trouble free

• Customer has liberty to suggest their view / experience to make product more reliable and efficient.

CURRENT SCENARIO The Competitive Edge

Kohinoor Techno Engineers Limited stands tall in its arena owing to a number of factors. Few of these are:

• Strong Human Resource consisting of best talent from field of Laser, computer software-hardware, electronics and mechanical and management

• Value for money products. • Commitment for quality in products and operations • A large base of satisfied customers across the globe • Dedicated efforts towards technical excellence through continuous

innovation • Customer centric product development approach • Well articulated market sensing mechanism • A market share of around 80% of the supply of laser machines • Advanced R&D and manufacturing infrastructure • Highly dynamic & well equipped Marketing & Service team • Driven by the purpose of client business excellence

Future Expansion & Projection

• Fully automated / robotic machineries In order to improve our competitive advantage, reduce production costs, improve product

quality, Machinery Automation & Robotics (MAR) are experts in providing robotic and automation solutions. We offer a complete service, from design and manufacture and project set up and management through to implementation and on-going 24 hour support to our end users.

• Laser machineries launching The Promoters felt that the time came for application of Laser technology for diamond

cutting and the need for developing laser-cutting methods, which aimed at enabling high productivity and minimum loss of a diamond weight. Over the course of time in the coming years, your company is interested to invest heavily in developing its own laser systems, which would satisfy the developing needs and expectation of its clients.

• Industrial Plot The promoters of the Company are planning to take on lease industrial plot for

constructing a separate works for the Company’s business.

• In house research and development


The Promoters of the Company themselves are technocrat with wide network and expertise in the business of the Company and hence the Company has its in-house research and development system which finally leads not only cost cutting steps for the Company but also give benefit of new research to the business of the Company.

Internal Control Systems and their adequacy The Company is committed to maintaining an effective system of internal control for facilitating accurate, reliable and speedy compilation of financial information, safeguarding the assets and interests of the Company and ensuring compliance with all laws and regulations. The Company has an internal control department to monitor, review and update internal controls on an ongoing basis. The Company has put in place a well defined organization structure, authority levels and internal guidelines for conducting business transactions. The Company appointed independent internal auditors, who would monitor and review all transactions independently to get higher level of efficiency and would report directly to the Audit Committee, which consists of entirely independent directors, on quarterly basis. The Internal Auditors conducts audit all key business areas as per the pre-drawn audit plan. All significant audit observations and follow up actions are reported to the Audit Committee along Internal Audit reports and management’s responses/replies. The minutes of Audit Committee would be reviewed by the Board for its suggestions/recommendations to further improve the internal control systems. The Audit Committee periodically reviews audit plans, observations and recommendations of the internal auditors as well as external auditors with reference to significant risk areas and adequacy of internal controls.

Human Resources / Industrial Relations The Company believes that its people are a key differentiator, especially in knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Fundamental HR processes which enable higher performance orientation, speed, skill and competency development, talent management and human asset refreshable are corner stones for the success of any organization.

Caution Statement Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate, intend, will, expect and other similar expressions are intended to identify such forward looking statements. The Company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Besides, the Company cannot guarantee that these assumptions and expectations are accurate or will be realized and actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements.

Business in Diamond Trading & Processing: Diamond trading & manufacturing business is spreads across the global. The first wave of gem-quality manufactured diamond hit the market late in 2003. Man-made diamonds is nothing new and the technology has been available since the mid-19th century. As lucrative profit seen in diamond trading, Company did diamond trading & establish processing / manufacturing of diamonds also in near short spam of time


Market and New products: Research groups are actively engaged in developing new products. Furthermore, diversification may have a perceived new market opportunity and it can also reduce the risk especially in financial crisis. Your Board also foresee prospects in textile products due to changing government Rules and world market scenario.


Date: 30/05/2014

Place: Surat



KOHINOOR TECHNO ENGINEERS LIMITED Annual Report 2013-14

Auditors Certificate on Compliance of Conditions of Corporate Governance

The Members of KOHINOOR TECHNO ENGINEERS LIMITED

We have examined the compliance of conditions of Corporate Governance by KOHINOOR TECHNO

ENGINEERS LIMITED for the year ended 31 March, 2014, as stipulated in clause 49 of the Listing

Agreement into by the Company with stock exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management.

Our examination has been limited to review of procedures and implementations thereof, adopted

by the Company for ensuring the Compliance of the conditions of Corporate Governance as

stipulated in the said clause and guidelines. It is neither an audit nor an expression of opinion on

the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by

the Company and furnished to us for the review, and the information and explanations given to

us by the Company.

In our opinion and to the best of our information and according to the explanations given to us,

we certify that the Company has complied in all material respects with the conditions of the

Corporate Governance as stipulated in the abovementioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company

nor of the efficiency or effectiveness with which the Management has conducted the affairs of the

Company.

For, BHARAT & COMPANY

Chartered Accountants Firm Registration No 127777W

Sd/-

CA. Bharat H. Gandhi

(Proprietor)

M. No. 125227

Surat 30th May 2014


INDEPENDENT AUDITOR’S REPORT

TO,

THE MEMBERS OF KOHINOOR TECHNO ENGINEERS LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of KOHINOOR TECHNO ENGINEERS

LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and

Loss and Cash Flow Statement for the year then ended, and a summary of significant

accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s management is responsible for the preparation of these financial statements

that give a true and fair view of the financial position and financial performance and Cash Flow

of the Company in accordance with the Accounting Standards referred to in sub-section (3C)

of section 211 of the Companies Act, 1956 (the Act) read with General Circular 15/2013 dated

13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the

Companies Act, 2013. This responsibility includes the design, implementation and

maintenance of internal control 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.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute

of Chartered Accountants of India. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the Company’s preparation and fair presentation of the

financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by management, as well as

evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.


Opinion

6. In our opinion and to the best of our knowledge and according to the information and

explanations given to us, the financial statements give the information required by the Act in

the manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

and

b) In the case of the Statement of Profit and Loss Account, of the profit for the year ended on

that date. And

c) In the case of Cash flow statement, of the cash flows of the Company for the year ended on

that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company

so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with

by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

Companies Act, 1956.

e. On the basis of written representations received from the directors as on March 31, 2013,

and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1)

of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the

cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any

Rules under the said section, prescribing the manner in which such cess is to be paid, no

cess is due and payable by the Company.



Sd/-


(Proprietor)

Surat 30th May 2014 M. No. 125227


Annexure “A” referred to in our main Audit report

(1) In respect of Fixed Assets :

(a) The company has maintained proper records to show full particulars, including quantitative

details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets of the Company have been physically verified by the

management in a phased periodical manner which is in our opinion is reasonable having

regard to size of the Company and nature of its assets. No material discrepancies were noticed

on such physical verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during

the year, hence the going concern status of the company is not affected.

(2) In respect of Inventories :

(a) The inventories have been physically verified by the management during the year. In our

Opinion the frequency of Verification is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedure of

physical verification of inventories followed by the management is reasonable and adequate in

relation to size of the company and nature of its business.

(c) The company has maintained proper records of inventories. As informed to us that the

discrepancies noticed on physical verification of raw material, stores spares, components other

than finished goods and work in progress, on comparison to book records, were not material

and would be dealt with the books of account after enquiry and reconciliation. As regards

finished goods we are informed that there were no discrepancies as compared to available

records.

(3) In respect of Loans, secured or unsecured, granted or taken by the Company to / from

Companies, firms or other parties covered in the register maintained under section 301 of the

Companies Act 1956

(a) The Company has given interest free unsecured advances to associate company covered in

the register maintained under section 301 of the Companies Act, 1956 (‘the Act’). The

maximum amount outstanding during the year was Rs 4.26 lacs and the year-end balance

of such loan amounted to Rs 4.26 lacs. Other than the above, the Company has not granted

any loans, secured or unsecured, to companies, firms or parties covered in the register

maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loans have

been granted to the bodies corporate listed in the register maintained under Section 301 of

the Act are not, prima facie, prejudicial to the interest of the Company.


(c) In the case of the loans granted to the bodies corporate listed in the register maintained

under section 301 of the Act, the borrowers have been regular in the payment. The terms of

arrangement do not stipulate any repayment schedule and the loans are repayable on

demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in

respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted

to the bodies corporate listed in the register maintained under section 301 of the Act.

(e) According to information and explanation given to us, the Company has during the year, not

taken any loans, secured or unsecured from Companies, Firms or other parties covered in

the register maintained u/s 301 of the Companies Act 1956, Accordingly, paragraphs

(4(iii)(e)(f) and (g) of Order, are not applicable.

(4) In our opinion and according to information & explanation given to us, there are adequate

internal control procedures commensurate with the size of the company and the nature of its

business for the purchase of inventory and fixed assets and with regards to sale of goods and

services. During the year of audit we have not observed any continuing failure to correct

major weaknesses in internal controls system.

(5) In our opinion and according to information & explanation given to us, the company has not

entered into any transaction exceeding ` 5 lacs in respect of any party during the financial

year that need to be entered in the register pursuant to section 301 of the Companies act

1956. Consequently, the provision of Clause (v) (b) of Paragraph 4 of Order are not

applicable to the Company

(6) The company has not accepted any deposits under the provisions of section 58A and 58AA of

the Companies Act 1956 and the Companies (Acceptance of deposits) Rules 1975,

consequently, the provision of Clause (vi) of Paragraph 4 of Order are not applicable to the

Company.

(7) In our opinion and explained to us, the internal audit functions are carried out by the

employees of the company and have been commensurate with its size of the company and

nature of its business.

(8) We have broadly reviewed the cost records maintained by the Company pursuant to the

Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government

under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie

the prescribed cost records have been maintained. We have, however, not made a detailed

examination of the cost records with a view to determine whether they are accurate or

complete.

(9) In respect of Statutory Dues :

(a) According to the books and records as produced and examined by us in accordance with the

generally accepted auditing practices in India and also based on management representation,

undisputed statutory dues including provident fund, investor education protection fund,

employees state insurance , income tax, Service tax, sales tax, wealth taxes, custom duty,

cess and other material statutory dues have generally been regularly deposited by the


company during the year with the appropriate authority in India. According to information &

explanation given to us, there are no undisputed amounts payable in respect of Sales Tax,

Income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess were in arrears as at 31st March

2014 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us and records of the Company examined

by us, the dues of Income Tax of ` 1.00 lacs have not deposited on account of any dispute and

the forum where the disputes are pending are as under.

Name of Statute Nature of Dues Amount

` in lacs

Period to which

the amount

relates

Forum Where

Pending

Income Tax Act 1961 Income Tax 1.00 AY 2012-13 Tribunal

(10) In our opinion, the company has accumulated losses of ` 143.08 lacs at the end of the

financial year which is not more than fifty percent of its net worth. The company has not

incurred cash losses during the financial year covered by our audit and has not incurred

cash losses during the immediately preceding financial year

(11) Based on our audit procedure and according to information & explanation given to us, the

company has not defaulted in repayment of dues to a financial institution, Banks, or

debenture holders.

(12) In our opinion and according to information & explanation given to us, the company has

not granted loans and advances on the basis of security by way of pledge of shares,

debentures and other securities.

(13) Clause (Xiii) is not applicable to the company as the company is not a chit fund, nidhi,

mutual benefit fund or a society.

(14) In our opinion and according to information & explanation given to us, the company is not

dealing or trading in shares, securities, debentures and other investments. Accordingly the

provisions of clause 4(xiv) of the Companies (Auditors Report) Order 2003 are not

applicable to the Company.

(15) According to information & explanation given to us, the company has not given any

guarantee for loan taken by others from bank or financial institution.

(16) In our opinion and according to information & explanation given to us, the company has

not availed any term loans during the year.

(17) According to information & explanation given to us and on an overall examination of

balance sheet of the company, we report that there is no funds raised on short term basis

that have been used for long term investment.


(18) The company has not made any preferential allotment of shares to parties and companies

covered in the register maintained under section 301 of the Act.

(19) The clause is not applicable to the company as it has not issued any debentures.

(20) The clause is not applicable to the company as the Company has not raised the monies by

public issue during the year.

(21) According to information & explanation given to us, no material fraud on or by the

company has been noticed or reported during the year.



Sd/-


( Proprietor)

M. No. 125227

Surat 30th May 2014


Balance Sheet As At 31st March 2014 Figures in `

Notes As At As At

31st March 2014 31st March 2013

I. EQUITY & LIABILITIES

(1) Shareholder's Funds

a. Share Capital 2 41,834,020 41,834,020

b. Reserve & Surplus 3 (10,961,944) (11,897,320)

c. Money Received against Share Warrant - -

Total 30,872,076 29,936,700

(2) Share Application Money Pening Allotment - -

(3) Non Current Liabilities

Long Term Borrowings

Deferred Tax Liabilities (Net) 4 873,521 920,085

Other Long Term Liabilities 5 1,660,068 1,534,260

LongTerm Provisions

Total 2,533,589 2,454,345

(4) Current Liabilities

Short Term Borrowings 6 16,044,495 -

Trade Payables 7 76,672,468 22,884,825

Other Current Liabilities 8 1,087,721 1,027,358

Short Term Provisions 9 350,000 300,000

94,154,684 24,212,183

TOTAL 127,560,349 56,603,228

II. ASSETS

(1) Non- Currnet Asstes

a. Fixed Assets

(i) Tangile Asstes 10 352,912 380,154

Annual Report 2013-14

(i) Tangile Asstes 10 352,912 380,154

(ii) Intangible Assets - -

(iii) Capital Work in Progress - -

(iv) Intangible Assets under Development - -

b. Non Current Investments - -

c. Long Term Loan and Advances 11 4,151,403 4,151,403

d. Other non-current Assets 12 619,165 782,489

Total 5,123,480 5,314,046

(2) Current Assets

a. Current Investments - -

b. Inventories 13 10,250,950 9,477,200

c. Trade Receivables 14 103,034,769 37,428,505

d. Cash and Bank Balances 15 7,378,371 2,593,984

e. Short Term Loan and Advances 16 1,772,779 1,789,493

f. Other Current Advances - -

Total 122,436,869 51,289,182

TOTAL 127,560,349 56,603,228

Significant Accounting Policies 1

The accompanying notes are integral parts of financial statements

As per our report of even date For and On behalf of the Board

BHARAT & COMPANY

Chartered Accountants Kirit S. Bhatt Chairman & MD

Firm Registration No 127777W Sd/-

Sd/- Rajiv K. Bhatt Executive Director

Proprietor -Bharat H. Gandhi Sd/-

M. No. 125227 Sanjiv K. Bhatt Executive Director

Surat 30th May 2014 Sd/-


Statement of Profit and Loss for the year ended 31st March 2014

Figures in `

Notes 2013-14 2012-2013

INCOME:

Revenue from Operations 17 119,264,232 113,332,324

Other Income 11,558 -

Total Revenue 119,275,790 113,332,324

EXPENDITURE:

Cost of Material Consumed 18 8,268,556 2,992,374

Purchase of Stock in Trade 19 104,495,733 105,472,989

Change in Inventories of Finished Goods 20 (363,028) (1,362,690)

Stock in Process and Stock in Trade

Employees Benefit Cost 21 1,781,739 2,929,756

Other Expenses 22 2,168,311 1,930,381

Total Expenses 116,351,311 111,962,810

EARNING BEFORE INTEREST, TAX, DEPRECIATION 2,924,479 1,369,514

AND AMORTISATION (EBITDA)

Financial Cost 23 1,442,740 57,724

Depreciation & Amortisation Expenses 24 190,566 189,902


PROFIT BEFORE TAX - 1,291,173 1,121,888

Less : Tax Expenses

Current Tax 350,000 300,000

Deferred Tax (46,564) (44,669)

Short /(Excess ) Provision for earlier years 52,361 (50,912)

PROFIT FOR THE YEAR 935,376 917,469

Earning per equity share of face value of 10/- each

Basic and Diluted ( in `) 0.22 0.22

Significant Accounting Policies 1

The accompanying notes are integral parts of financial statements

As per our report of even date For and On behalf of the Board

BHARAT & COMPANY

Chartered Accountants Kirit S. Bhatt Chairman & MD

Firm Registration No 127777W Sd/-

Rajiv K. Bhatt Executive Director

Sd/-

Sd/- Sanjiv K. Bhatt Executive Director


M. No. 125227

Surat 30th May 2014


CASH FLOW STATEMENT FOR THE YEAR 2013-14 ` in lacs

PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT

Particulars 2013-14 2012-13

A CASH FLOW FROM OPERATION ACTIVITIES

Net Profit (Loss) before Tax and Extra Ordinary Items 12.91 11.22

Adjustment for :

Depreciation 0.27 0.27

Preliminery Exps written off / Amortisation of Exps 1.63 1.63

Interest Paid 13.55 0.36

Operating Profit Before working Capital Changes 28.36 13.48

Adjusted For :

(Increase )/ Decrease in Trade and Other Receivables (656.07) (211.09)

Increase in Inventorties (7.74) (13.92)

Increase in Trade and Other Payable 539.74 215.72

Cash generated from Operation (95.71) 4.19

Income Tax Paid (3.52) (3.24)

- -

Cash Flow before Extra Ordinary Items (99.23) 0.95

Extra Ordinary Items (Provision of Exps W/o) - -


Extra Ordinary Items (Provision of Exps W/o) - -

Net Cash used in Operating Activities (99.23) 0.95

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets - (0.21)

Net Cash used in Investing Activities - (0.21)

C CASH FLOW FROM FINANCING ACTIVITIES

Interest Paid (13.55) (0.36)

Proceeds from Short Term Borrowings 160.44 (18.04)

Proceeds from Short Term Advances 0.17 11.35

Net cash used in Financing Activities 147.07 (7.05)

Net cash used in cash and Cash Equivalents 47.84 (6.31)

Cash and Cash Equivalents (Opening Balance) 25.94 32.25

Cash and Cash Equivalents (Closing Balance) 73.78 25.94

As per our report of even date

BHARAT & COMPANY For and on behalf of the Board

Chartered Accountants

Firm Registration No 127777W Kirit S. Bhatt Chairman & MD

Sd/-

Sd/- Rajiv K. Bhatt Executive Director


M. No. 125227 Sanjiv K. Bhatt Executive DirectorM. No. 125227 Sanjiv K. Bhatt Executive Director

Surat 30th May 2014 Sd/-


Notes forming part of Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Accounting and Preparation of Financial Statements

The financial statements of the Company have been prepared under historical cost convention to

comply in all material aspects in accordance with the generally accepted accounting principles in

India, and the relevant provisions of the Companies Act 1956. The Company follows mercantile

system of accounting and recognizes income and expenditure on accrual basis and prepares its

accounts on a going concern basis. Accounting policies not specifically referred to herein above

is in consistent with generally accepted accounting practices.

b) Use of Estimates

The preparation of Financial Statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent liabilities at the date of the

financial statements and the results of operations during the reporting period end. Although

these estimates are based upon managements’ best knowledge of current events and actions.

c) Inventories

Inventories of raw material and finished goods are valued at cost or net realizable value

whichever is lower. The Weighted Average cost method has been followed for the valuation of

Inventories. Finished goods and work in progress inventories include cost of conversion and

other costs incurred in bringing the inventories at their present location or condition. The

physical verification of inventories has been followed by the management are generally

reasonable and adequate commensurate with the size of company and nature of its business.

The company has followed the exclusive method as specified in Accounting Standard 2

“Valuation of Inventories”, hence the purchase and sale has been accounted at exclusive of vat.

d) Depreciation

Depreciation on depreciable fixed assets has been provided at the rates and in the manner

prescribed in schedule XIV to The Companies Act, 1956 under straight line method basis

considering single shift working, wherever applicable. Depreciation has been provided on the

assets which were put to use during the previous year. Depreciation on addition, if any, to fixed

assets made during the year has been provided on pro rata basis.


e) Revenue Recognition

(a) Revenue is recognized when it can be reliably measured and it is reasonable to expect

ultimate collection. Sales of machineries and diamonds have been accounted when significant

risk & reward of ownership has been transferred to buyer and net of value added tax.

(b) Revenue on transaction of rendering services is recognized under the completion contract

method Contract is regarded as completed when no significant uncertainty exist regarding the

amount of consideration that will derived from rendering services.

f) Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Cost comprises of capital costs

and incidental / installation expenses attributable to bringing the assets to working condition for

it’s intended use. The cost of fixed assets acquired during the year under consideration have

been excluded the recoverable duties / taxes.

g) Accounting for Employees Benefits

There is no provision has been made for employee benefit like leave salary, gratuity, bonus,

provident fund, state insurance etc nor the firm has devised any defined scheme for the benefits

of its employees. The liability in respect of above will be provided for as and when the liabilities

are determined or legally arouse or finally settled.

h) The Company has followed the Accounting Standards 11 in respect of Effect of Changes in

Foreign Exchange Rates. According to AS-11, the Company has translated all the transaction

denominated in foreign currency at the rate of exchange prevailing on the day of the transaction

occurred and the balance outstanding of creditors and debtors denominated in foreign currency

are translated at the exchange rate ruling on the balance sheet date. Exchange difference

arising on account of foreign currency transactions are debited or/and credited to Profit & Loss

account

i) Accounting for Taxes on Income

(i) Deferred Tax: In accordance with the Accounting Standard 22 – Accounting for Taxes

on Income, as specified in the Companies (Accounting Standard) Rules, 2006, the

deferred tax for timing differences between the book and tax profits for the year is

accounted for by using the tax rates and laws that have been enacted or substantively

enacted as of the Balance Sheet Date. Deferred tax assets arising from timing

differences are recognized to the extent there is virtual certainty that the assets can

be realized in future. Net outstanding balance in Deferred Tax account is recognized


as deferred tax liability/asset. The deferred tax account is used solely for reversing

timing difference as and when crystallized.

(ii). Current Taxation Provision for taxation has been made in accordance with the income tax

laws prevailing for the relevant assessment years

j) Accounting for intangible assets The Company does not have any intangible assets. Deferred

revenue expenditure on account of fee for increase in the Authorized capital and on account of

installation of gas connection are amortized over a period of 5 years.


Notes on Financial Statements for the year ended 31st March 2014

The previous years figures have been regouped/reclassified, wherever necessary to conform to the current year

presentation

(The amount in ` except otherwise specifically stated)

2 SHARE CAPITAL

As At As At

31.03.2014 31.03.2013

Authorised Share Capital

Equity Shares of ` 10 Each 100,000,000 100,000,000

Issued, Subscribed and Paid Up Capital

Equity Shares of ` 10 Each fully paid up 41,834,020 41,834,020

41,834,020 41,834,020

The details of Share holders holding more than 5%

Name of Shareholders

No of Shares %held No of Shares %held

Rajiv K Bhatt 6,75,000 16.14 6,75,000 16.14

Sanjiv K Bhatt 3,75,700 8.98 3,75,700 8.98

The reconciliation of number of shares outstanding is set out below

Particulars

Nos Value ` Nos Value `

Equity Shares at beginning of the year 4183402 41,834,020 4183402 41,834,020

Change during the year - - - -

Equity Shares at the end of the year 4183402 41,834,020 4183402 41,834,020

3 RESERVE AND SURPLUS

State Subsidy

Balance at the beginning of the year 346,000 346,000

Changes during the year - -

Balance at the end of the year 346,000 346,000

Susidy from DIC

Balance at the beginning of the year 3,000,000 3,000,000

Changes during the year - -

Balance at the end of the year 3,000,000 3,000,000


As At 31.03.2013As At 31.03.2014

As At 31.03.2013As At 31.03.2014

1,00,00,000

(1,00,00,000)

41,83,402

(41,83,402)

2.1

2.2


Profit & Loss Account

Balance at the beginning of the year (15,243,320) (16,160,789)

Profit during the year 935,376 917,469

Balance at the end of the year (14,307,944) (15,243,320)

TOTAL RESERVE AND SURPLUS (10,961,944) (11,897,320)

4 DEFERRED TAX LIABILITY

Depreciation and Amortisation 873,521 920,085

873,521 920,085

5 OTHER LONG TERM LIABILITIES

Long Term Trade Payables (Doubtful) 1,660,068 1,534,260

1,660,068 1,534,260

6 SHORT TERM BORROWINGS

Secured Loan

Loan Repayable on Demand

Overdraft Facility from Banks 16,044,495 -

16,044,495 -

equitable mortagage of Industrial Property land and buliding situated at Ward No 15-A, City Survey No

32 & 33, R S No 70, Hissa No 1 Paiki, T P NO 4 (Ashwanikumar - Navagam) FP No 120 & 121 , B/H A S

Motors Taswadi, A K Road,, Surat in the name of M/S Kohinoor Techno Machines Limited and further

secured by way of personal gurantee of directors and corporate guarantee of M/s Kohinoor Techno

Machines Limited. As per the Sanction the Rate of Interest is 13.25% per annum.

(Previous year Balance ` NIL)

7 TRADE PAYABLES

For Goods and Services 76,672,468 22,884,825

76,672,468 22,884,825

Refer Note 29 for amounts due to Micro, Small and Medium Enterprises


The Company has obtained the Overdraft Facilities of ` 160.00 Lacs from Bank of Baroda secured by


8 OTHER CURRENT LIABILITIES

Other Payables

Advance received from customers 1,000,000 1,000,000

Statutory Liabilities 87,721 27,358

1,087,721 1,027,358

9 SHORT TERM PROVISIONS

Income Tax Provision 350,000 300,000

350,000 300,000

11 LONG TERM LOAN & ADVANCES

Capital Advances (Unsecured) * 790,891 790,891

Deposit (Unsecured, considered good) 310,000 310,000

Other Advances #

Unsecured 3,050,512 3,050,512

4,151,403 4,151,403

* Capital advance of Rs 790,891/- is outstanding balance for long period of time, though the company

has not made the provision in the books of accounts during the year

# Other advance includes the unrealised stock invest worth Rs 14,57,500/- outstanding balance for

long period of time, though the company has not made the provisions in the books of account during

the year

12 OTHER NON-CURRENT ASSETS

Unamortised Expenses 7,990 171,314

Long Term Trade Receivables # 611,175 611,175

619,165 782,489

# Long Term Trade Receivables are doubtful though the company has not made the provisions in the

books of accounts during the year

13 INVENTORIES

Raw Material 4,066,482 3,655,760

Work In Progress 3,367,556 3,390,180

Finished Goods 2,816,912 2,431,260

10,250,950 9,477,200



Fixed Assets and Depreciation working as per the provisioin of Company Act 1956 Figures in `

Notes 10

Particulars As at Addition Deletion As at As at For the Year Deletion As at As at As at

01.04.2013 31.03.2014 01.04.2013 31.03.2014 31.03.2014 31.03.2013

Computers 43,500 - - 43,500 29,556 7,051 - 36,607 6,893 13,944

Plant & Machineries 425,040 - - 425,040 58,830 20,191 - 79,021 346,019 366,210

total 468,540 - - 468,540 88,386 27,242 - 115,628 352,912 380,154

Gross Block Depreciation Net Block



Details of Inventories

i Work in Progress

Machineries 3,367,556 3,390,180

3,367,556 3,390,180

ii Manfactured Finished Goods

Machineries 2,816,912 2,431,260

2,816,912 2,431,260

14 TRADE RECEIVABLES

Over Six Months

Unsecured, Considered Good 59,526 59,526

Others

Unsecured, Considered Good 102,975,243 37,368,979

103,034,769 37,428,505

15 CASH AND CASH EQUIVALENTS

Cash on Hand 7,372,305 2,344,489

Balance with Bank

In Current Accounts 6,066 249,495

7,378,371 2,593,984

Balance with bank includes the current account with Punjab Nationhal bank having balance of ` 2235/-

(Previous year ` 2235/-) for which the company has not produced the Bank Statement and informed

that it is non-operative since the long period of time

16 SHORT TERM LOAN AND ADVANCES

Unsecured and considered good

Balance with Government Authorities (Vat Receivable) - 42,793

Advances to Body Corporate # 425,810 206,810

Other Advances 1,346,969 1,539,890

1,772,779 1,789,493

# Advances to Body Corporate inculdes the Interest free unsecured advances made to associate

Company of ` 4,25,810/- (Previous year ` 2,06,810/-)


13.1


17 REVENUE FORM OPERATION

Sale of Product 118,437,080 112,482,042

Sale of Services 827,152 850,282

Other Operating Revenues - -

119,264,232 113,332,324

PARTICULARS OF SALE OF PRODUCT

Manufactured Goods

Machineries 9,876,812 2,857,074

Traded Goods

Diamonds 108,560,268 109,624,968

Total Revenue 118,437,080 112,482,042

18 COST OF MATERIAL CONSUMED

Opening Stcok 3,655,760 3,625,750

Purchase 8,679,278 3,022,384

12,335,038 6,648,134

Less : Closing Stock 4,066,482 3,655,760

8,268,556 2,992,374

Value of Imported and indigenous Raw Materials Consumed

Value % of Total Value % of Total

Consumption Consumption

Indigeously Obtained 7,237,196 83.38% 2,921,255 97.62%

Imported at landed cost 1,442,082 16.62% 71,119 2.38%

8,679,278 100.00% 2,992,374 100.00%

19 PURCHASE OF STOCK IN TRADE

Purchase of Diamonds 104,495,733 105,472,989

104,495,733 105,472,989


18.1

2012-132013-14

17.1


20 CHANGE IN INVENTORIES OF FINISHED GOODS

STOCK IN PROCESS AND STOCK IN TRADE

Inventories at Close (Machineries)

Finished Goods 2,816,912 2,431,260

Stock in Process 3,367,556 3,390,180

6,184,468 5,821,440

Inventories at Commencement (Machineries)

Finished Goods 2,431,260 2,006,440

Stock in Process 3,390,180 2,452,310

5,821,440 4,458,750

(Increase ) / Decrease in Inventories (363,028) (1,362,690)

21 EMPLOYEE BENEFIT EXPENSES

Salaries and Wages 1,765,493 2,898,500

Workman and Staff Welfare Exps 16,246 31,256

1,781,739 2,929,756

22 OTHER EXPENSES

Commission on Sale - 151,575

Frieght 50,382 61,799

Job Work 436,354 712,969

Legal and Professional fees 491,804 171,847

Miscellaneous Expense 261,340 317,093

Packing Expense 20,672 23,360

Payment to Auditors 50,000 50,000

Power and Fuel 211,778 218,001

Rent 102,000 102,000

Sales Promotion and Advertisement 541,738 121,737

VAT / Sales Tax 2,243 -

2,168,311 1,930,381

Payment to Auditors

Statutory Audit Fees 30,000 30,000

Certification and Consultation Fee 20,000 20,000

50,000 50,000


22.1


23 FINANCE COST

Interest Expenses 1,354,677 35,802

Other Charges 88,063 21,922

1,442,740 57,724

24 DEPRECIATION AND AMORTISATION EXPENSES

Depreciation on Tangible Fixed Assets 27,242 26,578

Amortisation of Expenses 163,324 163,324

190,566 189,902

25 EARNING PER SHARE

i Net Profit after tax as per Statement of Profit and loss 935,376 917,469

account attributable to Equity Share Holders `

ii Weightage number of equity shares used as 4,183,402 4,183,402

denominator for calculating EPS

iii Basic and Diluted Earning Per Share ` 0.22 0.22

iv Face Value Per Equity Share ` 10 10

26 Contingent Liability Provided for ` Nil

27 Expenditure in Foreign Currency by Import (I) USD 13,020/- (ii) SGD 4020/- (Singapore Dollars)

(Previous Year USD 1283/-)

28 Income in Foreign Currency : ` Nil

29 Estimate amount of Contract remaining to be executed on Capital Account and not provided for ` Nil

(Previous Year ` Nil)

30 The management have not received any intimation form suppliers regarding their status under the

Micro Small and Medium Enterprise Development Act 2006 and hence disclosure if any relating to

amount unpaid as at the year and together with interest paid / payable as required under the said

Act have no been given. Further there are no specific claims from suppliers under the Micro, Small

and Medium Enterprise Development Act 2006 during the year

31 The balance outstanding at year end and squared off during the year in respect of Receivables, Loan

and Advances, Payables, Unsecured Loan, Deposits are subject to confirmation from the

respective parties



32 In Opinion of the Board, the aggregate value of the Current Assets, Loan and Advances, Receivables

are approcimately of value stated, if realised in the ordinary course of business

33 The figure is rounded off to the nearest rupees, wherever necessary.

34 RELATED PARTY DISCLOSURE

List of Related Parties

Sr No Name of the Related Party Relationship

1 Kohinoor Techno Machines Ltd Associate Entity

2 Kirit S Bhatt Key Managerial Personnel

3 Rajiv K Bhatt Key Managerial Personnel

4 Sanjiv K Bhatt Key Managerial Personnel

5 Kirit S Bhatt - HUF Relative of Key Managerial Personnel

Transactions with the Related Party during the year Amount ` in Lacs

Sr Name of the Nature of Transactions Balance as at

No Related Party 31.03.2014

(31.03.2013)

1 Kohinoor Techno Rent Expenses Nil

Machines Limited Nil

2 Kohinoor Techno Advances given 4.26

Machines Limited (2.07)

3 Kirit S Bhatt Director Remuneration 1.58

(2.73)

4 Rajiv K Bhatt Director Remuneration 1.11

(2.31)

5 Sanjiv K Bhatt Director Remuneration 1.50

(3.50)

6 Kirit S Bhatt - HUF Ground Rent Nil

Nil

# Figures in bracket is related to the previous year

1.80

(2.19)

1.80

(2.98)

1.80


Value of

34.1

0.96

Transaction

(0.96)

2.19

(3.79)

(2.19)

(0.06)

0.06


35 SEGMEMT REPORTING Amount ` in Lacs

Sr Particulars

No 2013-14 2012-13 2013-14 2012-13 2013-14 2012-13

1 Segment Revenue

a External Revenue 1,085.60 1,096.25 107.01 37.07 1,192.61 1,133.32

b Inter Segment - - - - - -

c Gross/ Net Turnover 1,085.60 1,096.25 107.01 37.07 1,192.61 1,133.32 -

2 Segment Results 34.21 27.95 7.09 (3.89) 41.30 24.06

before Interest and Tax

Less :

Unallocable Expense 28.40 12.85

Profit Before Tax 12.90 11.21

d Current Tax 4.02 2.50

e Deferred Tax (0.47) (0.45)

f Profit after Tax 9.35 9.16

3 Other Information

g Segment Assets 1,024.23 392.33 130.99 133.72 1,155.22 526.05

Common Assets - - - - 120.38 40.08

Total Assets 1,275.60 566.13

h Segment Liabilities 753.98 205.96 33.92 30.51 787.90 236.47

Common Liabilities 178.99 12.21

Total Liabilities 966.89 248.68

i Capital Expenditure - - - - - -

j Depreciation and - - 1.90 1.90 1.90 1.90

amortisation

The Company has identified two reportable segments viz. manufacturing of machineries of diamonds

and related services and trading of diamonds. Segments has been identified and reportes taking into

account of nature of business activity , the differing risks and returns and internal business reporting

systems. The accounting policy adopted for segment reporting are in line with the accounting policy

of the Company with following additional policies for segment reporting

(a) Revenue and expenses have been identified to a segment on the basis of relationship to

operating activities of segment. Revenue and Expenses which relate to enterprise as a whole

are not allocable to a segment on regular basis have been disclose as "Unallocable"

(b) Segment assets and segment liabilities represent assets and liabilities in respective segment

Assets and liabilities that can not be allocated to segment on reasonable basis have been

disclosed as "Unallocable"

35.1

TotalTrading - Diamonds Mfg of Machineries


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]

CIN: L72200GJ1991PLC016678

Name of the company: KOHINOOR TECHNO ENGINEERS LIMITED Registered office: "Kohinoor House" Plot No.1, Gajera, Industrial Estate,Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006

Name of the member (s)

Registered address

E-mail Id:

Folio No/ Client Id:

DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint:

1. Name: ……………………… Address: …………………… E-mail Id: …………………. Signature:…………………..,or failing him,

2. Name: ……………………… Address: …………………… E-mail Id: …………………. Signature:…………………..

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on 30th September, 2014 AT 02.30 P.M. at "Kohinoor

House" Plot No.1, Gajera, Industrial Estate, Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006 and at any adjournment thereof in respect of such resolutions as are indicated below:

Res. No.

Description For Against

1 Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2014

2 Re-election of Mr. Rajiv Kiritbhai Bhatt as a Director of the Company

3 Appointment of M/s. Bharat & Company, Chartered Accountants, as a Statutory Auditors of the Company and to fix their remuneration for the financial year ending as on 31st March, 2015

Signed this…… day of……… 2014 Signature of Shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Rs. 1 /‐Revenue Stamp

If Undelivered, please return to:- Unit: KOHINOOR TECHNO ENGINEERS LIMITED "Kohinoor House" Plot No.1, Gajera, Industrial Estate,Opp. I. C. Gandhi Mill, A. K. Road, Surat- 395006

Documents

DR 2014 kohinoor - with pics - Bombay Stock Exchange · Corporate Governance. Given below is a report on Corporate Governance: 1. Company’s philosophy on code of Corporate Governance