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Ashapuri Gold Ornament Ltd.

BSE: 542579 Sector: Consumer
NSE: N.A. ISIN Code: INE05FR01011
BSE 00:00 | 30 Jul 41.80 -0.15
(-0.36%)
OPEN

43.05

HIGH

43.70

LOW

40.75

NSE 05:30 | 01 Jan Ashapuri Gold Ornament Ltd
OPEN 43.05
PREVIOUS CLOSE 41.95
VOLUME 1755
52-Week high 91.35
52-Week low 34.20
P/E 40.98
Mkt Cap.(Rs cr) 105
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.05
CLOSE 41.95
VOLUME 1755
52-Week high 91.35
52-Week low 34.20
P/E 40.98
Mkt Cap.(Rs cr) 105
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashapuri Gold Ornament Ltd. (ASHAPURIGOLD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board's Report is prepared based on the stand alone financial statements of thecompany.

(Amount in Lacs)

PARTICULAR 2019-20 2018-19
Total Income for the year was 12132.06 8820.23
Operating & Administrative expenses 12029.74 8756.64
Profit/(Loss) Before Depreciation And Taxes 102.32 63.59
Less: Depreciation 38.50 11.79
Net Profit/(Loss) Before Tax 63.82 51.80
Less: Provision For Tax 20.68 12.41
Deferred Tax (4.22) 1.22
Profit/(Loss) After Tax 47.36 38.16
EPS 0.22 0.24

2. OPERATION & REVIEW

The Company's total Revenue from operation of the company during the Financial Year2019-20 is Rs. 12132.06 lacs as against Rs. 8820.23 lacs of the previousyear. The Company has made net profit of Rs. 47.36 lacs for the financial year2019-20 as against 38.16 lacs of previous year after considering Depreciation andProvision of tax.

The EPS of the Company for the year 2019-20 is Rs 0.22. The Management is lookingforward to get better result in next year and increase in Profit.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2020.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Dineshkumar Saremal Soni (DIN: 01795746) is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Bhaveshkumar Jaysukhlal Patadiya and Mr.Jignesh Chandrakant Pandya resigned fromthe post of Director of the Company w.e.f 19th July 2019 and 30thAugust 2019 respectively. The board takes on record the assistance and guidance providedby both during his tenure as Directors of the Company.

Moreover Board has also appointed Mr. Rushikesh Hasmukhbhai Patel and Mr. MukeshShantilal Mandaliya as Independent Directors of the company with the approval ofshareholders in the 11th Annual General Meeting.

Further Mr. Prince Saraf has resigned from the post of Company Secretary andCompliance officer of the company as on 04th June 2019 and Company hasappointed Mr. Dharmesh Jayendra Shah as a Company secretary of the Company w.e.f 04thJune 2019.

Further Company has appointed Mr. Paresh Tulsidas Acharya as a Chief Financial Officerof the Company w.e.f 24th July 2020

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eight (08) times on 30.05.2019 04.06.2019 19.07.201926.07.2019 16.08.2019 30.08.2019 14.11.2019 and 25.02.2020. In respect of saidmeetings proper notices were given and proceedings were properly recorded and signed inthe Minute Book maintained for the purpose.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

10. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company www.ashapurigold.com.

11. RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and riskminimization which is periodically reviewed to ensure smooth operation and effectivemanagement control. The Audit Committee also reviews the adequacy of the risk managementframework of the Company the key risks associated with the business and measure and stepsin place to minimize the same.

12. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2019-20 the Company has not received any complaints on sexual harassment.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(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 at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

15. MATERIAL CHANGES AND COMMITMENTS IF ANY

There were no material changes and commitments affecting the financial position of theCompany which has occurred from the end of financial year i.e. March 31 2020 to the dateof Directors Report.

16. SHARE CAPITAL

As on 31st March 2020 the issued subscribed and paid up share capital of yourCompany stood at Rs. 212930000/- (Rupees Twenty One Crores Twenty Nine Lacs ThirtyThousand Only) comprising 21293000 (Two Crores Twelve Lacs Ninety Three Thousand)Equity shares of Rs.10/- each.

The Company has neither not issued shares with differential voting rights nor grantedany stock options or issue any sweat equity or issued any Bonus Shares. Further theCompany has not bought back any of its securities during the year under review and henceno details /information invited in this respect.

17. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9 is annexed herewith as "Annexure-I"

18. AUDITORS AND THEIR REPORT

• STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. BHAGAT & CO Chartered Accountants (FRN:127250W) were appointed as the Statutory Auditors of the Company at the 11thAnnual General Meeting of the Company held on 30th September 2019 for a term of fiveconsecutive years from conclusion of the 11th Annual General Meeting of the Company tillthe conclusion of the 16th Annual General Meeting of the Company

The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany.

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.

• SECRETRAIL AUDITORS

In terms of Section 204 of the Act and Rules made there under Mukesh H Shah & Co.Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. Thereport of the Secretarial Auditor is enclosed to this report as "Annexure -II". The report is self-explanatory. The response of your director's on theobservation made in Secretarial Audit Report is as follows:

Observation: The Company has not appointed Chief Financial Officer w.e.f 14thNovember 2020. Response: The Company was in the search of Suitable candidate forthe same and moreover company has appointed Chief Financial Officer in the Board meetingdated 24th July 2020

• INTERNAL AUDITORS:

M/s. Bharat H Shah & Co. Chartered Accountants Ahmedabad has been appointed asInternal Auditors of the Company. Internal Auditors are appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditor reports their findings on the Internal Audit of theCompany to the Audit Committee on a half yearly basis. The scope of internal audit isapproved by the Audit Committee.

• COST AUDITORS

During Financial year 2019-20 Provisions related to Cost Auditor is not applicable tothe Company.

19. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company does not have any Subsidiary Joint Venture(JV) or Associates Company.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Details of Loans Guarantees or Investments made under section 186 of the CompaniesAct 2013 are given in the notes to the Financial Statements.

23. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms' length basis. Details of the transactions pursuant to compliance ofsection 134(3)(h) of the companies act 2013and rule 8(2) of the companies (Accounts)Rule 2014 are disclosed in the Notes to the financial statements.

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large. The particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 as prescribed in Form AOC-2.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OFENERGY:

I. the steps taken or impact on conservation of energy :Nil

II. the steps taken by the company for utilizing alternate sources of energy :None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGYABSORPTION:

I. the efforts made towards technology absorption :None

II. The benefits derived like product improvement cost reduction productdevelopment or import substitution :None

III. in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

a) The details of technology imported :None

b) The year of import: N.A.

c) Whether the technology had been fully absorbed: N.A.

d) If not fully absorbed areas where absorption has not taken place and there ason thereof:N.A.

e) The expenditure incurred on Research and Development : Nil

C. There was no foreign exchange inflow or Outflow during the year under review

26. COMMITTEES

Constitution & Composition of Audit Committee:

The Audit Committee of the Company is constituted in accordance with the provisions ofRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Section 177 of the Companies Act 2013. During the financial year 2019-20the Audit Committee met 4 (Four) times on

30/05/2019 30/08/2019 14/11/2019 and 13/02/2020 and the gap between two meetings didnot exceed one hundred and twenty days. The necessary quorum was present for all themeetings.

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attende d
BHAVESHKUMAR JAYSUKHLAL PATADIYA(Resigned on 19.07.2019) Chairman Non-Executive-Independent Director 4 1
ALKABEN HARISHKUMAR KAMDAR Member Non-Executive-Independent Director 4 4
JIGNESH CHANDRAKANT PANDYA(Resigned on30.08.2019) Member Non-Executive Independent Director 4 1
MR. MUKESHKUMAR SHANTILAL MANDALIYA(Appointed on30.08.2019) Member Non-Executive Independent Director 4 3
MR. RUSHIKESH HASMUKHBHAI PATEL(Appointed on 19.07.2019) Member Non-Executive Independent Director 4 3

All the recommendations of the Audit Committee have been accepted by the Board ofDirectors. The Minutes of all above stated meeting of the Audit Committee were noted atthe Board Meeting.

Terms of reference and role of audit committee includes the matters specified under thecompanies act 2013 and Listing Regulations. Broad terms of reference includes; oversightof financial reporting process review financial results and related information approvalto related party transactions review internal financial controls risk managementperformance of statutory and internal auditors audit process relevant compliancesappointment and payments to auditors.

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company's Equity Shares). During the financialyear 2019-20 the Audit Committee met 2 (Two) times on 30/08/2019 and 13/02/2020.

The Nomination and Remuneration Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
ALKABEN HARISHKUMAR KAMDAR Chairman Non-Executive-Independent Director 2 2
MR. MUKESHKUMAR SHANTILAL MANDALIYA(Appointed on 30.08.2019) Member Non-Executive-Independent Director 2 2
MR. RUSHIKESH HASMUKHBHAI PATEL(Appointed on 19.07.2019) Member Non-Executive Independent Director 2 2

The Policy of nomination and Remuneration committee has been place on the website ofthe company at http://ashapurigold.com/

• Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations (applicable upon listing of Company's equity shares). During the financialyear 2019-20 the Audit Committee met 4 (Four) times on 30/05/2019 30/08/201914/11/2019 and 13/02/2020.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attende d
BHAVESHKUMAR JAYSUKHLAL PATADIYA(Resigned on 19.07.2019) Chairman Non-Executive-Independent Director 4 1
ALKABEN HARISHKUMAR KAMDAR Member Non-Executive-Independent Director 4 4
JIGNESH CHANDRAKANT PANDYA(Resigned on30.08.2019) Member Non-Executive Independent Director 4 1
MR. MUKESHKUMAR SHANTILAL MANDALIYA(Appointed on30.08.2019) Member Non-Executive Independent Director 4 3
MR. RUSHIKESH HASMUKHBHAI PATEL(Appointed on 19.07.2019) Member Non-Executive Independent Director 4 3

During the year the Company has not received any complaints from the Shareholders ofthe Company. There were no outstanding complaints as on 31st March 2020

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per "Annexure - III"

28. CORPORATE GOVERNANCE

Since the Company's Securities are not listed during the year under review Regulation15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation 2015 Report onCorporate Governance is not applicable to Our Company; hence Company has not obtained aCertificate from a Practicing Company Secretaries certifying the same.

29. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the SME platform ofBSE Limited. The Company has paid annual listing fees to the stock exchanges for thefinancial year 2020-21.

30. FRAUDS REPORTED BY AUDITORS:

During the Year under review no frauds were reported by the Auditor (StatutoryAuditor Secretarial Auditor) to the Audit Committee/ Board.

31. COMPLIANCE WITH SECRETARIAL STANDARD:-

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

32. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels. The Directors regret theloss of life due to COVID-19 pandemic and are deeply grateful and have immense respect forevery person who risked their life and safety to fight this pandemic. The Directorsappreciate and value the contribution made by every member of the Ashapuri Gold OrnamentLimited family.

Place: Ahmedabad BY ORDER OF THE BOARD
Date: 26.08.2020 ASHAPURI GOLD ORNAMENT LIMITED
Sd/-
SAREMAL CHAMPALAL SONI
(CHAIRMAN & MD)
DIN:02288750