To,
The Members,
Your directors are pleased to present the Board's Report for year ended as on 31st March, 2024.
1. FINANCIAL REVIEW:
In INR Lakhs
2. PERFORMANCE REVIEW:
During the financial year 2023-24 the revenue from operation stood at Rs. 3697.54 Lakhs as compare to Rs. 555.84 Lakhs during the previous financial year 2022-23, revenue from operations increased by 565.22% in FY 2023-24 as compared to FY 2022-23. The other income of the Company stood at Rs. 4.74 Lakhs in the financial year 2023-24 as compared to Rs. 0.51 Lakhs in previous financial year 2022-23.
Further, during the financial year 2023-24, the total expenses have increase to Rs. 3651.77 lakhs from Rs. 538.22 lakhs in the previous financial year 2022-23. The Net Profit for the financial year 2023-24, stood at Rs. 37.61 Lakhs in comparison to profit of Rs. 13.41 Lakhs in previous year 2022-23 i.e. Increase in net profit by 180.46% as compared to previous year.
3. COMPANY'S AFFAIRS:
The company is engaged in the Business of manufacturing and designing of Gold & Diamond Jewellery.
4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:
During the year under review, the company do not propose to transfer any sum to reserve, except for profit or loss earned during the year, which has been transferred to surpluses account.
5. DIVIDEND:
In order to conserve profit for future contingencies, your directors do not recommend dividend for the year.
6. INITIAL PUBLIC OFFER (IPO) AND LISTING AT THE BSE SME PLATFORM:
We are pleased to inform you that during the year under review, the Company made an Initial Public Offer (IPO) of 10,00,000 Equity Shares of Face Value of Rs.10/- each at a price of Rs. 55/- per Share (including a Premium of Rs. 45/- per Share). With your valuable support and confidence in the Company and its Management, the IPO was subscribed and the Company successfully listed on the SME Platform of BSE Limited on 14th March, 2024. We have paid the Annual Listing Fees for the Year 2024-25 to BSE Limited, ensuring our continued listing and trading.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND
As the company has not declared and paid any divided during the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.
8. SHARE CAPITAL:
As on March 31, 2024 the Company has Authorised Share Capital of INR 4,00,00,000/- (Rupees Four Crore Only) divided into 40,00,000 Equity Shares of INR 10/- each. The Issued, Subscribed & Paid-up Capital for the Company is INR 3,60,15,000/- (Rupees Three Crore Sixty Lakhs Fifteen Thousand Only) divided into 36,01,500 Equity Shares of INR 10/- each.
During the year your Company has increased its Authorised share capital from INR 3.50.00. 000/- (Rupees Three Crore Fifty Lakhs) to INR 3,60,00,000/- (Rupees Three Crore Sixty Lakhs) vide Ordinary resolution passed in Extra Ordinary General Meeting held on May 18, 2023.
Further your Company has increased its Authorised share capital from INR 3,60,00,000/- (Rupees Three Crore Sixty Lakhs) to INR 4,00,00,000/- (Rupees Four Crore) vide Ordinary resolution passed in Extra Ordinary General Meeting held on May 29, 2023.
During the year your Company has made allotment on March 12, 2024 of 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/- (Ten) each at premium of Rs. 45/- aggregating to Rs. 5.50.00. 000/- (Rupees Five Crore Fifty Lakhs Only) on preferential basis pursuant to Initial Public Offer.
9. DIRECTORS:
During the year following changes have been occurred in the composition of Board;
• Change in Designation of Mr. Kamlesh Keshavlal Lodhiya from Director to Managing Director for the period of 3 (three) years w.e.f April 01, 2023.
• Change in Designation of Ms. Charmi Kamlesh Lodhiya from Director to Whole Time Director for the period of 3 (three) years w.e.f April 01, 2023.
• Appointment of Mr. Karan Paragbhai Kothari as Additional Independent Director for the period of 5 (five) years w.e.f. April 20, 2023.
• Change in Designation of Mrs. Pratibha Kamlesh Lodhiya from Director (Executive) to Director (Non-executive) w.e.f. April 20, 2023.
• Appointment if Ms. Sona Sunderlal Bachani as Additional Independent Director for the period of 5 (five) years w.e.f. April 20, 2023.
• Change in Designation of Mr. Karan Paragbhai Kothari & Ms. Sona Sunderlal Bachani from Additional Independent Director to Independent Director in Extra Ordinary General Meeting held on May 18, 2023.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Mr. Kamlesh Keshavlal Lodhiya, Chairman & Managing Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, had offered himself for re-appointment. The Board recommends his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
As on March 31, 2024 the Board of Director was composed of 5 (five) directors.
10. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.
11. KEY MANAGERIAL PERSONNEL
During the year Company has Appointed Mr. Krunal Soni as Chief Financial Officer of the Company w.e.f. April 20, 2023.
Company has appointed Mrs. Asha Rameshwarlal Jain as Company Secretary of the Company w.e.f. April 20, 2023.
12. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of Business of the Company, during the period under review.
13. MEETINGS OF BOARD AND COMMITTEES:
During the year 12 (twelve) Board Meetings were held by the Board of Directors of the Company. Dates of Board meeting are as under;
14. DEPOSITS:
The Company has not invited or accepted deposit from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Also, the company is not made any default in repayment of deposits or payment of interest thereon, as no deposit has been invited or accepted by the Company during the year. There are no such deposits which are not in compliance with the requirements of Chapter V of the Act.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees or Investments, if any made by the Company pursuant to section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.
17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.
18. AUDITORS:
Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s. Piyush Kothari & Associates, Chartered Accountants, (Firm Registration No. 140711W) were appointed as Statutory Auditors of the Company for a consecutive term of five years to hold office from the conclusion of Annual General Meeting held on December 30, 2023.
M/s. Piyush Kothari & Associates, Chartered Accountants has resigned as Statutory Auditor of the Company w.e.f. July 22, 2024 and Board has proposed appointment of M/s. Bimal Shah Associates, Chartered Accountants (FRN: 101505W), Ahmedabad as the Statutory Auditor of the Company to fill casual vacancy caused by resignation of M/s. Piyush Kothari & Associates, Chartered Accountants subject to approval of members in ensuing Annual General Meeting.
Further Board has also proposed Appointment of M/s. Bimal Shah Associates, Chartered Accountants (FRN: 101505W), Ahmedabad as the Statutory Auditor of the Company for the period of 5 (five) years subject to approval of members in ensuing Annual General Meeting of the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS - 1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2023 - 24 is annexed herewith as "Annexure - B".
INTERNAL AUDITOR
Upon the recommendation of the Audit Committee, the Board of Directors had appointed Mr. Dhaval Bharatbhai Patel as the Internal Auditor for FY 2023 - 24.
COST AUDITOR
In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.
19. AUDITORS REPORT:
There are not adverse remarks or comments or reservation of opinion by the auditor in its audit report.
20. DETAILS OF FRAUDS REPORT BY THE AUDITOR:
There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.
21. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.
The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.
DISCLOSURE OF VARIOUS COMMITTEE OF BOARD
A) AUDIT COMMITTEE
The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.
Composition
The Audit Committee met 4 times during the year and gap between two meetings did not exceed four months. The dates on which Audit Committee Meetings were held were 26th April, 2023, 1st June, 2023, 8th August, 2023 and 25th December, 2023. Necessary quorum was present at above Meetings.
B) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE
Our company has stakeholders' relationship committee as per the provisions of Section 178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company during the year under review.
23. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company had not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
24. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Company, joint venture & associate companies during the year.
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY
The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.
26. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the said Rule during the financial year 2023-24.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".
27. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS:
The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled below:
Conservation of Energy:
Technology Absorption:
Foreign Earnings and Outgo:
During the year, the Company has made following Foreign Exchange Earning and Outgo: Foreign Earnings: Nil Foreign Outflow: Nil
28. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made thereunder, the Company has formed an Internal Complaint Committee.
During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31st March, 2024.
29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Since, the Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibilities) Rules, 2014; the Company has not formed the Corporate Social Responsibility (CSR) Policy and the CSR Committee. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
30. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
Considering the present condition of the company the company has yet to formulate the risk management policy, however the board is being regularly provided with information which may have potential threat of risk as and when required. However, the company shall formulate suitable Risk Management Policy in due course.
31. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:
As such the company does not fall under the category of Listed Company or other specified public company, the requirement for the Internal Control System & its Adequacy is not required. However, the Board of Directors of the Company has formed the internal financial controls commensurate with the size of the Business.
32. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:
There are no material orders passed by the regulators or courts or tribunals impacting the going concern status of the company's operations in future.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as "Annexure - C".
34. CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. Corporate Governance is not applicable to the company under regulation 15(2) of SEBI (LODR) Regulations, 2015 since the company is listed on BSE SME platform.
35. SECRETARIAL STANDARDS
The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly followed by the company.
36. THE ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 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 www.kouradiamondiewelry.com
37. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That 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 March 31, 2024 and the profit and loss of the company for that period;
c) That 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) That the preparation of the annual accounts is on a "going concern" basis;
e) Proper internal financial controls are laid down and are adequate and operating effectively.
f) That have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems been adequate and operating effectively.
38. APPRECIATION
The Company places on record its deep appreciation for all those who are associated with the Company and have continued their support towards the growth and stability of the Company.
For, Koura Fine Diamond Jewelery Limited