As on: Apr 28, 2024 09:47 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, 2022.
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
Your Company posted a total income of Rs. 12,26,07,202 in the financial year ended on 31st March 2021. Your Companies’ profit before tax for the year ended 31st March 2021 was recorded at Rs. 1,10,878.
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 to the company.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves account.
The Company does not have any Subsidiary, Joint venture or Associate Company during the financial year under review.
7. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
8. DECLARATION BY INDEPENDENT DIRECTORS
Declaration from all the independent directors has been received that they meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change in the Directors of the Company during the financial year under review.
* Mr. Ankit sanchiher as company secretary w.e.f. 20th April, 2022
10. NUMBER OF BOARD MEETINGS
The Board of Directors duly met five (5) times on 24/06/2021, 05/11/2021, 22/01/2022, 21/02/2022 and 30/03/2022 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
11. 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.
12. 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; and
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;
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.
13. 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.
14. CHANGE IN CAPITAL SRUCTURE OF COMPANY
During the period under review, the Authorized share capital of the company was increased twice by convening the Extra Ordinary General Meeting on 6th January 2022 and 12th February 2022.
On 6th January, 2022 from Rs. 3,67,50,000 to Rs.5,10,00,000 On 12th February 2022 from Rs. 5,10,00,000 to Rs. 10,10,00,000
Further company had made a Fresh Initial Public Offer/ Issue of 30,00,000 equity shares having Face Value of Rs. 10.00 each at an Issue Price of Rs. 27/- Per Equity Share on 18th of July 2022.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year and the date of Directors’ Report.
16. STATUTORY AUDITORS
The Statutory Auditors, M/s. Bhagat & Co.,Chartered accountants (firm registration no. 127250W), Ahmedabad offer themselves for appointment as statutory auditors of the company at the ensuing Annual General Meeting from the conclusion of this 3rd Annual General Meeting [AGM] till the conclusion of 8th AGM for a term of 5 years 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. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.
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.
17. SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under practicing Company Secretary have been appointed as Secretarial Auditor of the Company.For the year 2021-22 company is not in the criteria of secretarial Audit. Company listed on BSE SME portal on date 18th of July,2022.
18. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
19.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the company.
20.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has complied with the provisions of section 186 of the Act with respect to loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments, which is mentioned in Notes to the Financial Statements of the Company.
21.RELATED PARTY TRANSACTIONS
During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms’ length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per “Annexure A”.
22.PARTICULARS REGARDING EMPLOYEES:
During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
23.SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.
24.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at www.veerkrupajewellers.com
Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
There were no complaints received, during the period under review
25. RISK MANAGEMENT POLICY
Your Company has established comprehensive Risk Management System to ensure that risks to the
Company’s continued existence as a going concern and to its growth are identified and addressed on timely basis. Report on Risk Management forms an integral part of this Annual Report.
26. WHISTLE BLOWER POLICY
The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct without fear of any retaliation.
27. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors was held on 21st February 2022, 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
d) If not fully absorbed, areas where absorption has not taken place, and the - reasons thereof:
N.A. e) The expenditure incurred on Research and Development: Nil
C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER
REVIEW.
29. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE
a. Audit Committee
Constitution & Composition of Audit Committee:
Our Company has formed the Audit Committee as per the applicable provisions of the 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 (applicable upon listing of Company’s Equity Shares) vide resolution dated December 13, 2019. The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:
No. of Meeting held During the Period
b. Nomination and Remuneration Committee:
Constitution & Composition of Remuneration Committee:
Our Company has formed 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 (applicable upon listing of Company’s Equity Shares). The policy of Nomination and remuneration committee is annexed herewith (Annexure B). The Nomination and Remuneration Committee comprises the following members:
c. Stakeholder’s Relationship Committee:
Constitution & Composition of Stakeholders Relationship Committee:
Our 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 (applicable upon listing of Company’s equity shares) vide resolution dated December 13, 2019. The constituted Stakeholders Relationship Committee comprises the following members
d. Sexual Harassment Committee
Constitution & Composition of Sexual Harassment Committee:
The Sexual Harassment Committee was constituted by the Board of Directors in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013
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30. 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 of as per
“Annexure C”
31. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME platform of BSE and not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores, hence Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.
32. LISTING
The Company has listed its shares on Bombay Stock Exchange on 18th day of July, 2022. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.
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
VEERKRUPA JEWELLERS LIMITED