Board's Report
To
The Members,
Eighty Jewellers Limited
Your Directors have pleasure in presenting the 14th Board's Report on the business & operations of the Company with the Audited Financial Statement for the year ended 31st March, 2024 together with audited standalone financial statements and the report of the Board and the auditors thereon.
1. FINANCIAL SUMMARY:
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
During the Year under review, your Company has earned Rs. 145.75 lacs from sale of Gems and Jewellery as compared to Rs. 141.69 lacs registering downfall by 2.86% due to reduction in sales of precious Gems and Metals and accordingly Company registered EBIDTA of Rs. 290.83 lacs and PBT of Rs. 190.83 lacs as compared to Rs.312.24 lacs & Rs.199.66 lacs during the previous year respectively. The financial result as reflected in the Statement of Profit & Loss of the Company is self- explanatory. Your directors are of the view that change in Consumer behavior towards jewellery and high price fluctuations has affected the businesses globally. The Company has made good progress and will continue to access the path of success in succeeding financial years and is hopeful for the bright future prospects.
3. FINANCIAL STATEMENT:
Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Board s' Report (including Management Discussion & Analysis and Corporate Governance Certificate) is being sent via email to all shareholders who have provided their email address(es). Physical copies of Annual Report will be sent to those shareholders who request for the same.
Full version of Financial Report 2023-24 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Company's website (www.eiehtyiewels.in)
4. DIVIDEND:
Your directors feel it prudent to plough back the profit in the interest of the growth of the Company. Keeping in view the requirement of the funds in future, your directors have not recommended any dividend for the year ended 31st March, 2024.
5. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the business of the company during the year.
6. TRANSFER TO RESERVES:
Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2023-24
7. SHARE CAPITAL:
Following were the changes during the year:
AUTHORISED CAPITAL
As on March 31, 2023, the Authorised Share Capital of the Company was Rs.11,00,00,000 (Eleven Crores) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10 (Ten).
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
As on 31st March, 2023, the total paid-up capital Equity Share Capital of the company was Rs.10,19,92,410 (Ten Crore Nineteen Lakhs Ninety Two Thousand Four Hundred Ten) divided into 1,01,99,241 (One Crore One Lakh, Ninty Nine Thousand Two Hundred Forty One) equity shares of Rs. 10 (Ten) each. As on 31st March, 2024, there is no change in Equity Share Capital. As on March 31, 2024 the Company has not issued any convertible instruments.
8. BOARD OF DIRECTORS MEETING:
During the year under review, Four (04) Board meetings were held as on 25.05.2023, 31.08.2023, 08.11.2023 and 01.03.2024.
Attendance record of directors, for the year 2023-24, is as follows:
The maximum time gap between any two consecutive meetings did not exceed 120 days.
9. SEPARATE MEETING OF INDEPENDENT DIRECTOR:
Further, Independent Directors' separate meeting was duly convened and held on 16.08.2023 to discuss:
a) Review & Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.
b) Review of the performance of the Chairperson, Executive and Non-Executive Directors of the Company.
c) Assessment of the quality, quantity and timeliness of flow of information between the Management and the Board.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:-
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the directors had 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 and loss of the company for that period;
c. the directors had 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 had prepared the annual accounts on a going concern basis;
e. the internal financial control laid down by the directors are adequate and operating effectively: and
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. AUDITORS:
A. STATUTORY AUDITOR:
The Company has appointed M/s. Singhal and Sewak, Chartered Accountants, Raipur (C.G) (FRN:011501C) as the Statutory Auditor of the Company for a period of 5 Financial Year ending on 2026-27.
B. 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. Anil Agrawal & Associates, Company Secretaries, Raipur (C.G) (FRN: P2011CG076000) as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.
C. INTERNAL AUDITOR:
The Company has appointed M/s. Kala Parakh & Farishta, Chartered Accountants, Raipur (C.G) (FRN:010668C) as the internal Auditor of the Company for the Financial Year 2023-24
12. AUDITORS' REPORT:
A. STATUTORY AUDITORS' REPORT:
There are no qualifications, reservations, adverse remarks or disclaimers in the statutory Auditor's Report on the financial statements of the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board
B. SECRETARIAL AUDITORS' REPORT:
The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as ANNEXURE 01.
There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor's Report on secretarial and other applicable legal compliances to be made by the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board.
C. INTERNAL AUDIT REPORT:
The Internal Auditors' M/s. Kala Parakh & Farishta, Chartered Accountants, have issued clean Internal Audit Report for the year ended March 31, 2024, as per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
13. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
14. SECRETARIAL STANDARDS:
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively
15. COST RECORD:
Maintenance of Cost record as specified by the Central Government under Section 148 (1) of Companies Act, 2013, is not required by the Company.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the financial year 2023-24 were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or related parties which may have a potential conflict with the interest of the company at large. The Details of material contracts or arrangement or transactions is annexed hereunder as ANNEXURE 02
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review the Company has not:
• given any loan to any person or other body corporate;
• given any guarantee or provided security in connection with a loan to any other body corporate or person;
• Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.
The Company has made investments and complied with the necessary formalities under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2023-24.
18. DEPOSITS:
There were no deposits accepted or remaining with the company during the year.
19. INDUSTRIAL RELATIONS:
The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.
During the year, there was no change in Board of Directors.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mrs. Ankita Bardia (DIN: 09331383), Non- Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for reappointment in accordance with provisions of the Companies Act.
21. COMMITTEE OF BOARD:
A. AUDIT COMMITTEE
The Board of Directors has constituted Audit Committee comprising of three directors including two Independent Director and all having financial literacy.
The committee was constituted on 08.12.2021 with the following members:
There is no change in the members of the Committee. The Committee met thrice during the year 2023- 24 and attendance of the members at these meetings is as follows:
The Functioning and terms of reference of the Audit Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 177 and all other applicable provisions of the Companies Act, 2013.
B. NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors has constituted Nomination and Remuneration Committee comprising of three directors including two Independent Director and one Non-executive director and all having financial literacy.
There is no change in the members of the Committee. The Committee met once during the year 202324 and attendance of the members at this meeting is as follows:
The Functioning and terms of reference of the Nomination and Remuneration Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://eightyjewels.in/policies/
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of Directors has constituted Stakeholder Relationship Committee comprising of three directors including two Independent Director and all directors having financial literacy.
There is no change in the members of the Committee. The Committee met 4 times during the year 2023-24 and attendance of the members at these meetings is as follows:
The Functioning and terms of reference of the Stakeholder Relationship Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.
22. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:
Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The policy is attached as Annexure 03 to the report.
The policy is also uploaded on the Company's website at https://eightyjewels.in/policies/.
23. FORMAL EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.
24. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Directors of the Company as per the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
25. MANAGERIAL REMUNERATION
The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in ANNEXURE 04.
There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/- per month in any part of the year or Rs. 1,02,00,000/- per annum or in excess of that drawn by the Managing Director or Wholetime Director or Manager, as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as ANNEXURE-05.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis report forms part of this Annual Report as ANNEXURE 06.
27. CORPORATE GOVERNANCE:
As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, your Company being a company listed on BSE-SME Platform, preparation of corporate governance report is not applicable.
28. DEMATERIALIZATION OF COMPANY'S SHARES:
Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The ISIN number allotted to the company is INE0KSN01014.
29. VOTING THROUGH ELECTRONIC MEANS:
Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules made thereunder and Regulations 44 of the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015, your Company is taking necessary steps to make available the facility to its members the facility to exercise their right to vote by electronic means.
30. SERVICES TO SHAREHOLDERS:
All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by the Company's RTA i.e. M/s. Bigshare Services Private Limited, Mumbai.
31. WEB LINK FOR ANNUAL REPORT:
The link to address Annual Report is https://eightyjewels.in/Annualreport/
32. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit Committee of the Board. The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company and its subsidiaries. Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the control. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
34. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of Companies Act, 2013 are not applicable to the Company. However management is looking forward to make some corporate social projects.
35. RISK MANAGEMENT POLICY:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
36. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct' for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014.
The said Policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees shall be informed about the Whistle Blower Policy by the Personnel Department at the time of their joining.
The Whistle Blower Policy is available on the website of the Company at https://eightyjewels.in /policies/
37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.
38. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company has not made any one time settlement with any of its lenders.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future operations.
40. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT:
There have been no changes or commitments affecting the financial position of the company have occurred between the end of the financial year to the date of this report.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company.
Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2023-24, the Company has received NIL complaints on sexual harassment, out of which NIL complaints have been disposed off and NIL complaints remained pending as of March 31, 2023.
The Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company at https://eightviewels.in/policies/
42. CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
None of the companies has become Subsidiary or Associate of the Company during the Financial Year 2023-24. Further there is no Joint Venture entered by the Company during the Financial Year 2023-24.
43. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE 07.
44. ACKNOWLEDGEMENTS:
The Board expresses its sincere gratitude to the shareholders, bankers, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS