To, The Members,
Your Directors are pleased to present the 3rd Annual Report of the Company together with the audited financial statements of the Company for the Financial Year ended March 31, 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
The Directors' Report is prepared based on the stand alone financial statements of the company.
2. OPERATION & REVIEW
Your Company's revenue was 43,72,37,756 in Financial year 2020-21 as Compared to 1,25,36,15,359 in Financial year 2019-20, which is Higher than previous year and Profit after tax was placed at Rs. 7,92,549.29 in Financial year 2020-21as Compared to loss of Rs. 9,38,010 in Financial year 2019-20.EPS of the Company is 0.28.
3. DIVIDEND
The Board of Directors of Your Company has not recommended any dividend for the Financial Year ended 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 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has transferred 7,92,550 amount to General Reserves account.
6. MATERIAL CHANGES & COMMITMENTS AND CHANGE IN THE NATURE OF THE BUSINESS
During the year under review, there is no change in the nature of the business of the Company.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Bharat Rasiklal Shah and Mrs. Pravinaben Shah are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re- appointment.
During the under review, company has appointed Mr. Taresh Limbacheya Patel as independent director w.e.f. February 23, 2021 and Mr. Mr. Mukeshkuamr Sevantilal Surani and Mrs. Rina Mukesh Surani as executive director w.e.f. April 24, 2021.Mr. Parshwa shah ceased to be independent director w.e.f. February 23, 2021.
Ms. Pooja Subhashbhai Jadiya has resigned from the post of company secretary w.e.f February 24, 2021 and Ms. Khushbu Tibrewal was appointed as Company Secretary w.e.f. 23rd June, 2021.
Further there was no change in the Board of Director of the Company except above changes.
8. DECLARATION BY INDEPENDENT DIRECTORS
Declaration from all the independent directors has been received that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
9. NUMBER OF BOARD MEETINGS
During the year under review, Six meetings of the Board of Directors were held in compliance with the Companies Act, 2013 and Listing Regulations, in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
Dates of Board meetings are as follows:
10. FORMAL ANNUAL EVALUATION
The Human Resources, Nomination and Remuneration Committee has devised a criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provides certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with c ode of c onduct, v ision and s trategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guideline.
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; 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.
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 period under review, there is no change in the Capital structure of the Company.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY
During the period under review there are No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on 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.rojewels.co.in.
16. AUDITORS AND THEIR REPORT
a. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. BHAGAT & CO, Chartered Accountants (FRN: 127250W) the Statutory Auditors of the Company. The Audit Committee and the Board of Directors of the Company proposed, subject to approval of the shareholders, the appointment of M/s. BHAGAT & CO, Chartered Accountants (Firm Registration No. 127250W) as the Statutory Auditors of the Company to hold office for second term of 5 (five) years i.e. from the conclusion of ensuing AGM till the conclusion of AGM for financial year 2025-26.
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.
Reporting of Fraud
The Auditor of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.
b. 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. The report of the Secretarial Auditor is enclosed to this report as “Annexure A”. The report is self-explanatory.
c. COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
17. 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.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
19. 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.
20. 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.
21. 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.rojewels.co.in.
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.
22. 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.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.
24. 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 B”.
However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
25. 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.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY: o the steps taken or impact on conservation of energy : Nil o the steps taken by the company for utilising alternate sources of energy : None o the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION: o the efforts made towards technology absorption : None o The benefits derived like product improvement, cost reduction, product development or import substitution: None o in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- The details of technology imported: None The year of import: N.A.
Whether the technology been fully absorbed: N.A.
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: The expenditure incurred on Research and Development: Nil
27. 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:
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). T he Nomination and Remuneration Committee c omprises the following members:
The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with existing industry practice. The Policy of nomination and Remuneration committee has been place on the website of the company at www.rojewels.co.in and the salient features of the same has been disclosed under “Annexure C”
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. The c onstituted Stakeholders Relationship Committee c omprises 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.
28. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors was held on 7th 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.
29. 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 D”
30. 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.
31. 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.