As on: Oct 01, 2023 08:03 AM
To
The Members
Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Board's Report is prepared based on the standalone financial statements of the Company.
2. OPERATION & REVIEW
Total revenue from operations of the Company is Rs. 3,986.35 lakhs and the net Profit after tax is Rs. 28.33 lakhs for the Financial Year 2020-21.
3. DIVIDEND
The Board of Directors of your Company has not recommended any dividend for the Financial Year ended on 31st March 2021.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply.
5. TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are as follows:
Mr. Chirag C. Valani (DIN: 06605257), is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.The relevant details of him are given in the Explanatory Statement to the Notice convening the Meeting.
The Company has appointed Mr. Krunal Shah as an Additional Director (Non-Executive Independent) on the Board of the Company w.e.f. 6th July 2021. The Board hereby recommends his appointment as an Independent Director. The relevant details of him are given in the Explanatory Statement to the Notice convening the Meeting.
Mr. Vidhutkumar Shah (DIN: 08473509) has tendered his resignation as an Independent Director of the Company w.e.f. 6th July 2021. The Board places on record its appreciation for the guidance and support provided by him during his tenure as a Director of the Company.
All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
8. NUMBER OF BOARD MEETINGS
The Board of Directors met five (5) times on 16th April 2020, 31st July 2020, 3rd September 2020, 10th November 2020 and 6th March 2021 and in respect of said meetings, proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
The gap between two Board Meetings was within the maximum time gap prescribed under the Act and the Listing Regulations. The requisite quorum was present in all the meetings.
9. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries of India.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.
Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter-alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.
During the year, such Controls were tested and no reportable material weakness was observed.
13. CHANGE IN CAPITAL SRUCTURE OF COMPANY
During the year under review, the Company has not issued any shares.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.
15. ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.kenvijewels.com.
16. AUDITORS STATUTORY AUDITORS:
The Company has appointed M/s. Parth Shah and Associates, Chartered Accountants, Ahmedabad (FRN: 144251W), as Statutory Auditors of the Company as per the Provisions of Section 139 of Companies Act, 2013 for the Period of Five Years till the 10th AGM to be held in 2023 with no further need for ratification at every Annual General Meeting to be held during the said period.
The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
COST AUDITORS:
The Company was not required to maintain cost records and appoint Cost Auditor as required under Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Act and Rules made thereunder, Ms. Shikha Patel, Practicing Company Secretary, Ahmedabad, was appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor for the year ended 31st March 2021 is enclosed to this report as "Annexure A".
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
17. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
18. INTERNAL AUDIT & CONTROLS
The Company has appointed external firm as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings of Internal Auditors are discussed with the process owners and suitable corrective actions were taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not formulated and implemented any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, the Company has not given any loan, made investment, provided guarantee or security to any entity falling under the provisions of Section 186 of the Act.
22. RELATED PARTY TRANSACTIONS
The related party transactions entered during the year were in accordance with the provisions of section 188 of the Companies Act, 2013 and rules made thereunder and were on arm's length basis and in the normal course of business. Details of the transactions are covered in the Balance Sheet for the financial year 2019-20.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings & outgo, were not applicable to the Company during the year under review.
25. PARTICULARS REGARDING EMPLOYEES
During the year under review, none of the employees were in receipt of remuneration exceeding the limit prescribed under Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
26. DETAILS OF COMMITTEES OF THE BOARD
Audit Committee:
The Company has formed the Audit Committee as per the applicable provisions of Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations.
All the recommendations / submissions made by the Committee during the year were accepted by the Board.
The composition of the Committee and details of meetings attended by the members are given below:
No. of Meetings held during the Period
* Mr. Vidhutkumar S. Shah has resigned as an Independent Director of the Company w.e.f. 6th July 2021.
**Mr. Krunal D. Shah was appointed as an Independent Director of the Company w.e.f. 6th July 2021.
Terms of reference:
The broad terms of reference of the Committee are as under:
• Reviewing of the Company's financial reporting process and the disclosure of its financial information
• To ensure that the financial statement is correct, sufficient and credible
• Recommending the appointment, remuneration and terms of appointment of external Auditors
• Review and monitor the Auditor's independence and performance and effectiveness of audit process
• Approval or any subsequent modification of transactions of the Company with related parties
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary
• Monitoring the end use of funds raised through public offers and related matters
• Reviewing with management the Annual Financial Statements and half yearly and quarterly Financial Results before submission to the Board
• Reviewing periodically the adequacy of the Internal Control System
• Discussions with Internal Auditors on any significant findings and follow up there on
Nomination and Remuneration Committee:
The Company has constituted the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations.
• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director
• Devising a policy on Board Diversity
• Formulation of Remuneration Policy
• Review the structure, size and composition of the Board
• Identifying and selection of candidates for appointment as Directors
• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management
• Formulation of criteria for evaluation of Independent Directors and the Board
The Policy of Nomination and Remuneration Committee has been placed on the website of the Company at www.kenvijewels.com and the salient features of the same have been enclosed as "Annexure B".
Stakeholders' Relationship Committee:
The Company has formed the Stakeholders' Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations.
Sexual Harassment Committee
The Sexual Harassment Committee was constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.
27. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors was held on 6th March 2021, inter-alia, to discuss:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole
2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors and
3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary to effectively and reasonably perform its duties.
All the Independent Directors were present at the meeting.
28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company always endeavors to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.
During the year under review, there were no incidences of sexual harassment reported and received.
29. VIGIL MECHANISM
The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.kenvijewels.com.
30. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
The Company, through its risk management process, strives to contain impact and likelihood of the risk within the risk appetite as agreed from time to time with the Board of Directors.
Management Discussion and Analysis Report of the Annual Report identifies key risks, which can affect the performance of the Company.
The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company developed in line with the business strategy lays down procedures for risk identification, evaluation, monitoring, review and reporting.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies' current working and future outlook.
The Management Discussion and Analysis Report is enclosed as "Annexure C".
32. CORPORATE GOVERNANCE
As per Regulation 15(2) of the Listing Regulations, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply, in respect of:
- A listed entity which has listed its specified securities on the SME Exchange.
Since the Company's Securities are listed on SME Exchange, the provisions relating to Corporate Governance are not applicable to the Company.
33. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.
BY ORDER OF THE BOARD OF DIRECTORS OF
KENVI JEWELSLIMITED