Your Directors are pleased to present the 6thAnnual Report of your Companytogether with the Audited Financial statements and Auditors' Report for the year ended on31st March 2017.
1. FINANCIAL PERFORMANCE:-
The financial performance of the Company is summarized below:
| || ||(Amount in Rs.) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||978548806.45 ||453931127.97 |
|Other Income ||0.00 ||0.00 |
|Net Income ||978548806.45 ||453931127.97 |
|Profit/(Loss) Before Tax & Exceptional/Extraordinary Items ||1296340.45 ||1003118.28 |
|Less: || || |
|Exceptional/Extraordinary items ||0.00 ||0.00 |
|Profit/(Loss) Before Tax ||1296340.45 ||1003118.28 |
|Less: Tax Expense : || || |
|- Current Tax ||426735.00 ||246850.00 |
|- Deferred Tax Charge/ (Credit) ||(16594.00) ||(817.00) |
|Net Profit/(Loss) After Tax ||886199.45 ||757085.28 |
2. REVIEW OF OPERATIONS:-
The Net Income of your Company for the current year was increased to Rs.978548806.45/- as against Rs. 453931127.97/- of the previous year. Accordingly theCompany's Net Profit After Tax has been increased to Rs. 886199.45/- for the currentyear as against the Net Profit After Tax of Rs. 757085.28/- of the previous year.
3. TRANSFER TO RESERVES:-
During the year under review your Directors have not proposed to transfer any amountto Reserves.
During the yearunder review your Directors have not recommended any Dividend on EquityShares of the Company.
During the year under review your Company has neither invited nor accepted any PublicDeposits within the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit) Rules 2014.
6. BOARD OF DIRECTORS:-
Mr. Shwet Koradiya (DIN:03489858) Mrs. Varshaben Koradiya (DIN: 03472980) and Mr.Jinaykumar Koradiya (DIN: 03362317) were the Directors on the Board at the beginning offinancial year. However the following changes occurred during the year in theconstitution of Board of Directors of the Company.
Mr. Brijeshkumar Mali (DIN: 07385024) Mr. Paresh Lathiya (DIN: 07551263) and Mrs.Shweta Gandhi (DIN: 07378981) has been appointed as an Additional Director of the Companyin the capacity of Independent Director in Board Meeting held on 30th June2016 w.e.f. 1st July 2016 and has been appointed as Director of the Company inthe capacity of Independent Director in 5thAGM held on 30thSeptember 2016.
Mrs. Varshaben Koradiya (DIN: 03472980) Director of the Company liable to retire byrotation has been reappointed in 5th Annual General Meeting of the Company heldon 30th September 2016.
Mrs. Varshaben Koradiya (DIN: 03472980) and Mr. Jinaykumar Koradiya (DIN: 03362317)Directors of the Company had resigned from the post of Directorship of the Company w.e.f.5th November 2016 and the same has been accepted by Board of Directors inBoard Meeting held on 18th November 2016.
Your Company has 4 (Four) Directors as on 31st March 2017.
As per the provisions of the Companies act 2013 Mr. Shwet Koradiya Managing Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible seeks re-appointment.
7. KEY MANAGERIAL PERSONNEL:-
Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Key Managerial Personnel (KMP) of the Company as on 31st March 2017 are asfollows:
Mr. Shwet Koradiya (DIN: 03489858) has been appointed as Managing Director of theCompany in Board Meeting held on 30th June 2016 w.e.f. 1st July2016. Mr. Bhavin Chandura has been appointed as Chief Financial Officer (CFO) of theCompany in Board Meeting held on 30th June 2016 w.e.f. 1st July2016. Mr. Ankitkumar Tank has been appointed as a Company Secretary & ComplianceOfficer of the Company in Board Meeting held on 8th August 2016 w.e.f. 10thAugust 2016.
However after closing of financial year Mr. Bhavin Chandura had resigned from thepost of Chief Financial Officer of the Company w.e.f. 31st May 2017 and Mr.Shreykumar Sheth has been appointed as Chief Financial Officer in Board Meeting held on 30thMay 2017 w.e.f. 1st June 2017.
8. DECLARATION FROM INDEPENDENT DIRECTORS :-
The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence.
9. DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorsconfirm that (i) in the preparation of the Annual Accounts for the year ended 31stMarch 2017 the applicable accounting standards have been followed and no materialdepartures have been made for the same; (ii) appropriate accounting policies have beenselected and applied and such judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 31st March 2017 and of the profitof the Companyfor that period; (iii) proper and sufficient care have been taken for maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;(iv) the annual accounts have been prepared on a "going concern" basis; (v) theproper internal financial controls are laid down and are adequate and operatingeffectively; (vi) the proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively.
10. SHARE CAPITAL:-
During the year under review your Company has increased its Authorised Equity ShareCapital from Rs. 160000000/- (Rupees SixteenCrore) divided into 16000000 (One CroreSixty Lakh) Equity Shares of Rs. 10/- each to Rs. 220000000/- (Rupees Twenty Two Crore)divided into 22000000 (TwoCroreTwenty Lakh) Equity Shares of Rs. 10/- each in itsExtra-ordinary General Meeting of the Company held on 24th December 2016.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:-
During the year under review no loans or guaranteeshave been given to any person orbody corporate directly or indirectly and no investmentshave been made by the Companyunder Section 186 of the Companies Act 2013.
12. MEETINGS OF BOARD OF DIRECTORS :-
During the year 7 (Seven) Board Meetings were held. The intervening gap between theMeetings did not exceed the period prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015the details of whichare given in the Corporate Governance Report.
13. MEETINGS OF MEMBERS:-
During the year under review 5th Annual General Meeting of the Company washeld on 30th September 2016 and 1 (One) Extra-Ordinary General Meeting washeld on 24th December 2016.
14. AUDIT COMMITTEE:-
The details pertaining to the constitution and composition of the Audit Committee areincluded in the Corporate Governance Report. During the year all the recommendations ofthe Audit Committee were accepted by the Board.
15. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire board excluding the Independent Director being evaluated.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars required to be included in terms of Section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below:
A. Conservation of Energy:
The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However the Company is using electricity in office and Regularsteps have been taken to improve energy consumption by using LED lights in officepremises. Further during the year your Company has not made any capital investment onenergy conservation equipment. Your Company is using Electricity as source of energy only.
B. Technology Absorption:
The project of your Company has no technology absorption hence no particulars areoffered.
C. Foreign Exchange Earning and Outgo:
The foreign Exchange earnings and expenditure of the Company is NIL.
17. EXTRACT OF ANNUAL RETURN:-
As provided under Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 the extract of the Annual Return in formMGT-9 is attached to this report as "Annexure-1".
18. INTERNAL FINANCIAL CONTROL SYSTEM:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organisation. The Internal Audit Department monitors and evaluates theefficacy and adequacy of Internal Control Systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.
19. SECRETARIAL AUDIT:-
The Company has listed its Equity Shares after closing of financial year i.e. 8thMay 2017 on SME Platform of the BSE Limited. Further the turnover and the paid upcapital of the Company as on 31st March 2017 were below the applicabilitycriteria for Secretarial Audit as prescribed under the Companies Act 2013 and rules madethereunder. Hence no Secretarial Audit was carried out by the Company.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):-
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with theprovisions of Section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. It aims to provide an avenuefor employees through this policy to raise their concerns on any violation of legal orregulatory requirements suspicious fraud misfeasance misrepresentation of any financialstatements and reports. The Vigil Mechanism/Whistle Blower Policy is being made availableon the Company's website www.puregiftcarat.com.
Pursuant to provision of Section 178(3) of the Companies Act 2013 The Board hasframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. More details have been disclosed in theCorporate Governance Report. The Remuneration Policy has been uploaded on the Company'swebsite www.puregiftcarat.com.
21. CORPORATE SOCIAL RESPONSIBILITY [CSR]:-
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 is not applicable to the Company.
22. RELATED PARTY TRANSACTIONS:-
All related party transactions that were entered during the financial year were on thearm's length basis and were in the ordinary course of business. There was no materiallysignificant related party transitions entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated person. Accordingly there are notransactions that are required to be reported in form AOC-2 in terms of Section 134 of theCompanies Act 2013.
All Related Party Transactions were placed before the Audit Committee and the Board forapproval. A policy on the related party Transitions was framed approved by the Board andposted on the Company's website www.puregiftcarat.com.
However you may refer to Related Party transactions as per the Accounting Standardsin the Notes forming part of financial statements.
23. PARTICULARS OF EMPLOYEES:-
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
24. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' EMUNERATION AND OTHERDISCLOSURES:-
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to thisreport as "Annexure-2".
25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION PROHIBITION& REDRESSAL) ACT 2013:-
During the year under review no complaints were received by the Company relating tosexual harassment at workplace.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisreport as "Annexure 3".
27. CORPORATE GOVERNANCE:-
The members may please note that the provisions relating to Corporate Governance i.e.Regulation 27 and Para C of Schedule Vof SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the Company.Accordingly yourCompany is not required to submit the Corporate Governance Report with this Annual Report.However keeping in view the objective of encouraging the use of better practices throughvoluntary adoption the Company has decided to adopt and disseminate voluntary disclosureof Corporate Governance which not only serve as a benchmark for the corporate sector butalso help the Company in achieving the highest standard of Corporate Governance.
Accordingly a voluntary disclosure i.e. the report on Corporate Governance asstipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 isattached to this report as "Annexure 4".
As such the Members may note that any omission of any Corporate Governance provisionsshall not be construed as non compliance of the above mentioned regulations.
28. STATUTORY AUDITORS' AND REPORT:-
M/s. Kansariwala & Chevli Chartered Accountants Surat (Firm Registration No.123689W) was appointed as Statutory Auditors of the Company at the 5th AnnualGeneral Meeting held on 30th September 2016 to hold office until theconclusion of the Annual General Meeting to be held in the year 2021. As per provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by the Members at every Annual General Meeting of the Company. A resolution forratification is included in the Notice which is being sent to Members alongwith the AnnualReport.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
29. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
30. CHANGE IN THE NATURE OF BUSINESS:-
For sustained growth in the future Company wants to rely on its main business oftrading of Precious Metals Stones & Jewellery. Hence there is no change in thenature of the business of the Company during the year.
31. LISTING OF SHARES:-
Your Company issued a Prospectus dated 17th April 2017 and the basis ofallotment was finalized in consultation with the BSE Limited on 4th May 2017.The Company allotted fully paid up 5730000 Equity Shares of Rs. 10/- each at a price ofRs. 13/- per Share (including premium of Rs. 3/- per Share). The Equity Shares of theCompany were listed and admitted to dealings on the SME Platform of BSE Limited witheffect from 8th May 2017. Further The Annual listing Fee for the year 2017-18has been paid.
32. USE OF PROCEEDS:-
The proceeds from the Issue of the Company vide prospectus dated 17th April2017 have been utilized / are in process of utilization for the purpose for which theywere raised.
33. REGISTRAR AND SHARE TRANSFER AGENT:
Your Company has appointed Bigshare Services Private Limited as its Registrar and ShareTransfer Agent and executed post IPO agreement between Company and Bigshare ServicesPrivate Limited on 9th May 2017. Further Bigshare Services Private Limitedhas shifted its Corporate Office atnew premises situated at "1st FloorBharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri EastMumbai-400059 Maharashtra" w.e.f. 27th June 2017.
34. RISK MANAGEMENT:-
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
35. HUMAN RESOURCES:-
The Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company thrust is on the promotion of talent internally through job rotationand job enlargement.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:-
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its operations in future.
37. GOODS & SERVICE TAX REGISTRATION:-
Goods & Service Tax ("GST") which is a comprehensive indirect tax reformis introduced in India w.e.f. 1st July 2017 and was applicable throughoutIndia which replaced multiple cascading taxes levied by the Central and State Governments.Hence your Company has also got registered under the same for trading of Precious MetalsStones & Jewellery. GST registration number of the Company and primary address are asunder:
|Location of PrimaryPlace of Business ||GSTIN allotted |
|Gujarat ||24AACCL0014G1Z9 |
Your Directors would like to express their grateful appreciation for the assistance andCooperation received from the financial institutions Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.
| ||By Order of the Board of Directors |
| ||PURE GIFTCARAT LIMITED |
|Place: Surat ||SHWET KORADIYA |
|Date: 10/08/2017 ||Chairman & Managing Director |
| ||DIN: 03489858 |
RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHER DISCLOSURE
[Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014]
(i) The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:
|Sr. No. ||Name ||Designation ||Ratio to median remuneration |
|1 ||Mr. Shwet Koradiya ||Chairman & Managing Director ||0.27 |
(ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary or Manager if any in the financial year: During the year noincrement in remuneration paid to any Directors Chief Financial Officer and CompanySecretary.
(iii) The Percentage increase in the median remuneration of employees in the financialyear 2016-17 is 830.21%.
(iv) The number of permanent employees on the rolls of Company at the end of thefinancial year 2016-17 is 9.
(v) Average percentile increase already made in the salaries of the employees otherthan the managerial personnel in the last financial year 2016-17 was 88.35%. Further noincrement in remuneration paid to Managerial Personnel. Hence comparison of thepercentile increase in salary of employees with the percentile increase in remuneration ofManagerial Personnel is not provided.
(vi) Affirmation that the remuneration is as per the remuneration policy of theCompany: It is hereby affirmed that the remuneration is as per the remuneration policy forDirectors Key Managerial Personnel and other employees.
| ||By order of the Board of Directors |
| ||For PURE GIFTCARAT LIMITED |
|Place: Surat ||SHWET KORADIYA |
|Date: 10/08/2017 ||Chairman & Managing Director |
| ||DIN: 03489858 |