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Ashapuri Gold Ornament Ltd.

BSE: 542579 Sector: Consumer
NSE: N.A. ISIN Code: INE05FR01011
BSE 00:00 | 27 Oct 35.00 0
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NSE 05:30 | 01 Jan Ashapuri Gold Ornament Ltd
OPEN 35.00
PREVIOUS CLOSE 35.00
VOLUME 10000
52-Week high 36.00
52-Week low 16.85
P/E 159.09
Mkt Cap.(Rs cr) 75
Buy Price 32.35
Buy Qty 2000.00
Sell Price 28.00
Sell Qty 6000.00
OPEN 35.00
CLOSE 35.00
VOLUME 10000
52-Week high 36.00
52-Week low 16.85
P/E 159.09
Mkt Cap.(Rs cr) 75
Buy Price 32.35
Buy Qty 2000.00
Sell Price 28.00
Sell Qty 6000.00

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 2019.

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 2018-19 2017-18
Total Income for the year was 8820.23 4692.92
Operating & Administrative expenses 8756.64 4673.86
Profit/(Loss) Before Depreciation And Taxes 63.59 19.06
Less: Depreciation 11.79 8.35
Net Profit/(Loss) Before Tax 51.80 10.71
Less: Provision For Tax 12.41 2.04
Deferred Tax 1.22 1.36
Profit/(Loss) After Tax 38.16 7.30
EPS 0.24 7.30

2. OPERATION & REVIEW

The Company's total Revenue from operation of the company during the Financial Year2018-19 is Rs. 8820.23 lacs as against Rs. 4692.92 lacs of the previous year. The has madenet profit of Rs. 38.16 lacs for the financial year 2018-19 as against 7.30 lacs ofprevious year after considering Depreciation and Provision of tax.

The EPS of the Company for the year 2018-19 is Rs 0.24. 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 2019.

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. Saremal Champalal Soni (DIN: 02288750) is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer herself for re- appointment.

During the year under review the board of directors of the company has appointed Mr.Saremal

Champalal Soni as Chairman cum Managing director Mr. Jitendrakumar Saremal Soni asJoint Manging Director Mr.Dineshkumar Saremal Soni as a Joint Manging Director Mr.Prince Saraf as a Company Secretary of the company and Mr. Aagam Vastupal Doshi as a ChiefFinancial Officer of the Company.

During the Year the Board of director has appointed Mr. Jignesh Chandrakant Pandya Mrs. Alkaben Harishkumar Kamdar and Mr. Bhaveshkumar Jaysukhlal Patadiya as an additionalIndependent directors of the company and have been regularised vide EGM dated 5thJanuary 2019.

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 additional independent directors of the company w.e.f. 19thJuly 2019 and 30th August 2019 respectively subject to the approval ofshareholders in the ensuing 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.

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 Sixteen (16) times on 29/06/2018 10/07/201805/09/2018 10/10/2018 26/11/2018 27/11/2018 07/12/2018 17/12/2018 27/12/201801/01/2019 03/01/2019 04/01/2019 07/01/2019 09/01/2019 23/01/2019 24/01/2019 inrespect of said meetings proper notices were given and proceedings were properly recordedand signed in the 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 year2018-19 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. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review The Company has made Following Allotments:

Date of Allotment No. of Shares Allotted Nature of Issue
01.01.2019 110105 Private Placement Issue
03.01.2019 25395 Private Placement Issue
17.01.2019 15307500 Bonus Issue to existing shareholders in the Proportion of 65 bonus equity shares for every 1 equity shares held
22.03.2019 5750000 SME IPO of the company on BSE limited face value of share is Rs.10/- issued at a price of Rs.51/-.

16. MATERIAL CHANGES AND COMMITMENTS IF ANY

• During the Period under review the company has been converted from PrivateLimited Company to Public Limited Company on 23rd January 2019.

• During the Year Company got Listed its Securities on BSE SME Platform w.e.f27.03.2019.

R During the Year Company has increased Authorized Capital of the company fromRs.1000000/- (Rupees Ten Lacs Only) to Rs.210000000/- (Rupees Twenty One Crore Only)and further it increased Authorized Capital from Rs.210000000/- (Rupees Twenty OneCrore Only) to Rs.215000000/-

• Except as mentioned above there are No other material changes and commitmentsaffecting the financial position of the Company occurred between the ends of the financialyear to which this financial statements relate on the date of this report.

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

The Board of Director has Appointed M/s. Bhagat & Co. Chartered AccountantsAhmedabad [M No.52725] as a Statutory Auditor of the Company in place of erstwhileauditors M/s. Pankaj K. Shah & Associates. Chartered Accountants Ahmedabad [FirmRegistration No. 107352 W] in their meeting held on 26th December 2018 and theAuditor shall hold the office upto the Conclusion of Annual General Meeting.

Therefore Board of Director of our Company Pursuant to Provision of Section 139 ofCompanies Act 2013 proposed to Appoint M/s. Bhagat & Co. Chartered AccountantsAhmedabad [M No.52725] as a Statutory Auditor of the Company from the conclusion of 11thAnnual General Meeting until the conclusion of 16th Annual General Meeting ofthe Company subject to ratification of their appointment by members at every AnnualGeneral Meeting on such remuneration plus out of pocket expenses as may be mutually agreedbetween the Board of Directors of the Company and the Auditors."

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. Necessary resolution for appointment of the said Auditors is included in theNotice of AGM for seeking approval of members.

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.

• COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

• SECRETRAIL AUDITOR

In terms of Section 204 of the Act and Rules made there under Practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report as "Annexure - II". The report isself-explanatory.

• 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.

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 2013 and 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 of contracts or arrangements with related parties referred to inSection 188(1) of the Companies 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 OF ENERGY:

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

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

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

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

III. in case of imported technology (imported during the last three years reckoned fromthe 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 the reasonsthereof:

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. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE/ SEXUAL HARASSMENT COMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on 24th January 2019 as per the applicable provisionsof the 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 Company's Equity Shares).

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 Attended
BHAVESHKUMAR JAYSUKHLAL PATADIYA (Resigned on 19.07.2019) Chairman Non-Executive-Independent Director 2 2
ALKABEN HARISHKUMAR KAMDAR Member Non-Executive-Independent Director 2 2
JIGNESH CHANDRAKANT PANDYA(Resigned on30.08.2019) Member Non-Executive Independent Director 2 2

• 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)vide board resolutiondated 24th January 2019. The Nomination and Remuneration Committee comprisesthe following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
BHAVESHKUMAR JAYSUKHLAL PATADIYA(Resigned on 19.07.2019) Chairman Non-Executive-Independent Director 1 1
ALKABEN HARISHKUMAR KAMDAR Member Non-Executive-Independent Director 1 1
JIGNESH CHANDRAKANT PANDYA(Resigned on30.08.2019) Member Non-Executive Independent Director 1 1

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)vide board resolutiondated 24th January 2019.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
BHAVESHKUMAR JAYSUKHLAL PATADIYA(Resigned on 19.07.2019) Chairman Non-Executive-Independent Director 1 1
ALKABEN HARISHKUMAR KAMDAR Member Non-Executive-Independent Director 1 1
JIGNESH CHANDRAKANT PANDYA(Resigned on30.08.2019) Member Non-Executive Independent Director 1 1

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 future outlook 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. 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.

Place: Ahmedabad BY ORDER OF THE BOARD
Date: 30.08.2019 ASHAPURI GOLD ORNAMENT LIMITED
Sd/-
JITENDRKUMAR SAREMAL SONI
(Joint Managing Director)
DIN:01795752

.