The Members of Radhika Jeweltech Limited
The Directors of your company take immense pleasure in presenting the 1st reporton the business and operations of your Company along with the Annual Report and AuditedFinancial Statements for the Financial Year ended on 31st March 2017.
|No. ||Particulars ||2016-2017 (Amt. in Rs.) |
|1 ||Sales and Other Operating Income ||1616399403.35 |
|2 ||Less: Total Expenses ||1511026068.93 |
|3 ||Profit before Exceptional & Extraordinary items ||105373334.42 |
|4 ||Exceptional item ||0 |
|5 ||Profit before Tax (PBT) ||105373334.42 |
| ||Less: Tax Expenses: || |
|6 ||1) Current Tax ||13000000.00 |
| ||2) Deferred Tax ||(176075.00) |
|7 ||Profit After Tax (PAT) ||92549409.42 |
|8 ||Net Profit carried to Balance Sheet ||92549409.42 |
The revenue from operations of the company for the year ended March 31 2017 was 156.87Crore and company has achieved net profit of 9.25 Crore for the year ended on 31stMarch 2017.
The Company is incorporated with Authorised Share Capital of 250000000/- (RupeesTwenty Five Crore only) divided into 25000000 (Two Crore Fifty Lakh) Equity shares ofRs 10/- each and subscribed capital of Rs.
17.00. 00.000/- (Rupees Seventeen Crore) divided into 17000000 (One Crore SeventyLac) Equity shares of Rs 10/- each.
The paid up share capital of the Company was increased from Rs.
17.00. 00.000/- (Rupees Seventeen Crore only) divided into 17000000 (One CroreSeventy Lakh) Equity shares of Rs 10/- each to 236000000/- (Rupees Twenty Three CroreSixty Lakh only) divided into 23600000 (Two Crore Thirty Six Lakh) Equity shares of Rs10/- each in view of Initial Public Offering of Rs. 6600000 Equity shares of the FaceValue of Rs. 10/- Each at premium of Rs.65/- per share.
The company has listed their equity with the Bombay Stock Exchange - SME Platform witheffect from September 27 2016 in view of initial public offering (IPO). The Listing feesfor the year 2016-17 has been paid by the company.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company during the year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
With a view to conserve financial resources The board of directors has not recommendedany Dividend for the year ended on March 312017.
DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary Joint venture or Associate Company.
CONVERSION OF PARNERSHIP FIRM INTO A PUBLIC LIMITED COMPANY:
Radhika Jeweltech Limited was converted from a Radhika Jeweltech - a partnership firmin to a public limited company under Part I of Companies Act 2013 and certificate ofincorporation was issued by Hon'ble Registrar of Central Registration Centre Ministry ofCorporate Affairs dated July 22 2016.
DEMATERIALIZATION OF SHARES:
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant todematerialization of shares the company has entered into an agreement with NSDL &CDSL. As on March 31 2017 100% of the share capital of the company is dematerialized.
TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:
This is being 1st year of incorporation of Company; the question of havingany funds lying unpaid or unclaimed for a period of seven years does not arise. Thereforethere were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company is not falling under any criteria specified in sub-section (1) ofsection 135 of the Act during the financial year ended on 31st March 2017 yourCompany is not required to constitute a Corporate Social Responsibility ("CSR")Committee.
EXTRACT OF THE ANNUAL RETURN:
The extracts of Annual Return in MGT-9 pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is furnished in Annexure "A" and is attached to this Report.
The Company has not accepted any deposit from the public within the meaning of chapterV of the Companies Act 2013 and rules framed there under.
DIRECTORS AND KMP:
As per the provisions of the Companies Act 2013 Hareshbhai Mathurbhai ZinzuwadiaWhole-time Director (DIN: 07505968) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends thereappointment of Hareshbhai Mathurbhai Zinzuwadia as Whole-time Director of the company.
On the recommendation of the Nomination and Remuneration Committee (NRC')Natwarlal Dholakia Vachhraj Pravinaben Anantrai Geria and Tulsidas Prabhudas Bhanani whowere appointed as an Additional Non-Executive Director of the Company with effect fromJuly 23 2016. In accordance with Section 161 of the Act Natwarlal Dholakia VachhrajPravinaben Anantrai Geria and Tulsidas Prabhudas Bhanani holds office upto the date of theensuing AGM and being eligible offer their candidature for appointment as Directors.
Key Managerial Personnel
Your Company is managed by our Board of Directors assisted by qualified professionalswho are permanent employees of company.
The extra ordinary general meeting of the company held on July 23 2016 approved theappointment of the following as "Key Managerial Personnel" pursuant to theprovisions of Section 203 of the Companies Act 2013:
> Ashokkumar Mathurdas Zinzuwadia as Chairman & Managing Director
> Hareshbhai Mathurbhai Zinzuwadia as whole time director
> Darshit Ashokbhai Zinzuwadia as whole time director
The Board of Directors of the Company at its meeting held on July 25 2016 confirmedand approved the appointment Jatin Dhinora as Chief Financial Officer of the company
The Board of Directors of the Company at its meeting held on June 9 2017 confirmed andapproved the appointment of Pooja Sejpal as Company Secretary and Compliance officer inplace of Anjali Raythaththa pursuant to the provisions of Section 203 of the CompaniesAct 2013.
During the year under report Tushar Donda has resigned as Company Secretary andCompliance officer of the company on 31st December 2016. Anjali Raythaththa hasbeen appointed on January 12 2017 and resigned as Company Secretary and Complianceofficer of the company on June 9 2017.
COMMITTEES OF THE BOARD:
The Company has constituted various committees. Following committees has beenestablished as a part of the best corporate governance practices and are in compliancewith the requirements of the relevant provisions of Companies Act 2013 and SEBI (LODR)Regulation 2015:
1) Audit Committee
2) Shareholder and Investor Grievance Committee
3) Nomination and Remuneration Committee
A detailed note on the board and its committees is provided in the Corporate GovernanceReport forming part of this Annual Report.
Pursuant to the section 134 (p) of Companies Act 2013 read with Rule 8 (4) ofCompanies Accounts Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the BoardCommittees.
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.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremunerations provided in Section 178(3) of the Companies Act 2013 The RemunerationPolicy is stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY:
In today's economic environment Risk management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risk for the business. Company's risk management isembedded in the business processes and thereby reduces the risk to its possible extent.
The Board periodically reviews the operations of the Company and identifies the risk /potential risk if any to the Company and implement the necessary course of action(s)which the Board deems fit in the best interest of the Company.
Further almost all the business operations are being carried out directly under thesupervision and control of the directors leaving no scope of any fraud or irregularities.
During the year Thirteen Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
(A) Statutory Auditors
Hersh S. Jani Proprietor of M/s. H. S. Jani And Associates Chartered AccountantsAhmedabad (Firm Registration no. 127515W) is the first auditors of the Company and holdsoffice as statutory auditors until the conclusion of the ensuing Annual General Meetingand being eligible offer themselves for the re-appointment. The Directors recommendappointing them as auditors of the Company to hold the Office from the conclusion of theensuing Annual General Meeting till the conclusion of the 6th (Annual General Meeting) ofthe Company to be held in the year 2022 to examine and audit the accounts of the Company.The board recommend for their appointment.
(B) Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 The Board has appointed Sandip V.Naidyapara of S. V. Nadiyapara and Co. Practising Company Secretary Rajkot to conductSecretarial Audit for the financial year 2016-17. The Company provided all assistance andfacilities to the Secretarial Auditor for conducting their audit. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith marked as AnnexureB to this Report.
Statutory Auditors' and Secretarial Auditors' Observations in their Report andDirectors' explanation thereto :
As regards Statutory Auditors' and Secretarial Auditors' observation in their report inrespect of acceptance of deposit the directors state that the same deposits were acceptedprior to conversion from partnership firm to companies and no new unsecured loan has beenaccepted and further company has also repaid such loan in the current financial year.
The Board of directors assures that Company will take every step to avoid any noncompliance in future and would also try to maintain high level of accuracy for suchcompliance.
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not made any transactions as stated in Section 186 of the CompaniesAct 2013 and hence the details are not applicable to the company.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Companies Act 2013. The reporton Corporate Governance as stipulated under Companies Act 2013 forms part of this AnnualReport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board and Audit committee.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC -2 annexed as Annexure C with this report. Your Company's Policy on relatedParty Transactions as adopted by the Board can be accessed on the company's website.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires per-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of
Company shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode. All Board of Directors and the designated employees have confirmed compliance withthe Code.
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:
This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Company has in respect of the financial yearended 31st March 2017 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act2013 read with Companies (Meetings of Board And Its Powers) Rule 2014 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy to provide a mechanism to its directors employees andother stakeholders to raise concerns violation of legal or regulatory requirementsmisrepresentation of any financial statement and to report actual or suspected fraud orviolation of the Code of Conduct of the Company.
DISCLOSURE UNDER WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
ENVIRONMENT. HEALTH AND SAFETY:
The Company is conscious of the importance of environmentally clean & safeoperations. The Company's policy requires conduct of operation in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
Relations with the Company's employees continue to be cordial. The Company has a goodtrack record of harmonious relations with employees and all stake holders
PARTICULARS OF EMPLOYEES:
The information pertaining to Section 197(12) read with Rule 5(1) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure D
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
Part (A) & (B) pertaining to conservation of energy and technology absorption arenot applicable to your Company.
(C) Foreign exchange earnings and Outgo:
The company has neither earned nor outgo of foreign exchange.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments which has occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DIRECTORS1 RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act forsafeguarding 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;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|Date: 17th August 2017 ||For and on behalf of the Board of Directors |
|Place: Rajkot. ||RADHIKA JEWELTECH LIMITED |
| ||Sd/- |
| ||ASHOKKUMAR M. ZINZUWADIA |
| ||Managing Director |
| ||(DIN No: 07505964) |