To, The Members,
Your Directors are pleased to present the 6th Annual Report of the Company together with the audited financial statements of the Company for the Financial Year ended March 31,2024.
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.
(Amount in Rs)
2. OPERATION &REVIEW
Your Company's revenue was 3,67,60,65,371.23 in Financial year 2023-24 as Compared to 5,07,06,45,360.12 in Financial year 2022-23, which is Higher than previous year and Profit after tax was placed at Rs. 92,27,354.98 in Financial year 2023-24 as Compared to profit of Rs. 2,00,97,959.88 in Financial year 2023-24.EPS of the Company is 0.09.
3. DIVIDEND
The Board of Directors of Your Company has not recommended anydividend for the Financial Year ended 31st March 2024.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section125 of the Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves account.
6. MATERIAL CHANGES & COMMITMENTS AND CHANGE IN THE NATURE OF THEBUSINESS
During the year under review, there is no change in the nature of the business of the Company.
7. DIRECTORS & KEY MANAGERIALPERSONNEL
Mr. Mukeshkumar Sevantilal Surani has resigned from the Directorship of the Company on 16th August, 2023 and was again appointed on 4th March, 2024.
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, Nine 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 code of conduct, vision and strategy, 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 judgmentsandestimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthe state of affairs of the company at the end of the financial year and of the profit/loss of the company for thatperiod;
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 otherirregularities;
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 operatingeffectively.
f. The directors have devised proper systems to ensure compliance with the provisions of all applicablelawsandthatsuchsystemswereadequateandoperatingeffectively.
12. ADEQUACY OF INTERNAL FINANCIALCONTROLS
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 OFCOMPANY
During the period under review, the Company has not made any changes in capital structure of the company.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY
During the year under the 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 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.rojewels.co.in.
16. AUDITORS AND THEIR REPORT
a. STATUTORY AUDITORS
The Company has appointed M/s. Rajesh J. Shah & Associates, Chartered Accountants (Firm Registration No. 108407W) as Statutory Auditors of the Company as per the Provisions of Section 139 of the Companies Act, 2013 for a period of Five Years and they will continue to hold the office till the conclusion of 11th AGM of the Company.
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 the 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 ASSOCIATECOMPANIES
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 RiskManagement 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 theloans, 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 the 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
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 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 the 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 the Company's Equity Shares).
The Nomination and Remuneration Committee comprises the following members:
The Company's remuneration policy is directed towards rewarding performance based on the review of achievements periodically. The remuneration policy is in consonance with existing industry practice. The Policy of the Nomination and Remuneration Committee has been placed on the website of the Company at www.rojewels.co.in, and the salient features of the same have been disclosed under “Annexure C”.
c. Stakeholder's RelationshipCommittee:
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 constituted Stakeholders Relationship Committee comprises the following members:
d. Sexual HarassmentCommittee
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 16th January 2024, 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 ANDANALYSIS
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 applicable on the Company, hence Company has obtained a Certificate from Practicing Company Secretary 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.