The Members of
ASHAPURI GOLD ORNAMENT LIMITED
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 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Board's Report is prepared based on the stand alone financial statements of thecompany.
Amount in Lakhs
|PARTICULAR ||FY 2021-22 ||FY 2020-21 |
|Total Income for the year was ||16396.22 ||11763.71 |
|Operating & Administrative expenses ||15873.96 ||11369.31 |
|Profit/(Loss) Before Depreciation And Taxes ||522.26 ||394.4 |
|Less: Depreciation ||111.57 ||54.47 |
|Net Profit/(Loss) Before Tax ||410.69 ||339.93 |
|Less: Provision For Tax ||106.57 ||85.50 |
|Deferred Tax ||(2.88) ||Nil |
|Profit/(Loss) After Tax ||307.00 ||255.03 |
|Earning Per Share:- || || |
|Basic ||1.23 ||1.18 |
|Diluted ||1.23 ||1.18 |
2. OPERATION & REVIEW
The Company's total Revenue from operation of the company during the Financial Year2021-22 is Rs. 16396.22 Lakhs as against Rs. 11763.71 Lakhs of the previousyear. The Company has made net profit of Rs.307 Lakhs for the financial year2021-22 as against Rs. 255.03/- Lakhs of previous year after consideringDepreciation and Provision of tax.
The Earning Per Share of the Company for the year 2021-22 is Rs. 1.23/-(Basic) &Rs. 1.23/-(Diluted). The Management is looking forward to get better result in next yearand increase in Profit.
The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2022.
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. SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary JV and Associates Companies.
8. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments since the close of the financialyear i.e. 31st March 2022 till the date of signing of this Directors' Report affectingthe financial position of your Company except:
The company has been migrated from SME Platform to Main Board of BSE with effectfrom 16.07.2021. The Market Lot size is 1 share.
9. CHANGES IN AUTHORISED AND PAID UP SHARE CAPITAL
During the Year under review following changes occurred in the Capital Structure of theCompany:-
|Particulars ||Amount (Rs.) |
|Authorized Share Capital || |
|Share Capital as on 31.03.2022 25000000 Equity Shares of Rs.10/- Each ||250000000 |
|Share Capital as on 31.03.2022 24998600 Equity Shares of Rs.10/- Each(Fully Paid Up) ||249986000 |
10. RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered by your Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis and is in compliance with the applicable provisions of the Act and theListing Regulations. During the year there are no materially significant related partytransactions entered by your Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of yourCompany at large. There were no materially significant Related Party Transactions made byyour Company during the year that required shareholders' approval under Regulation 23 ofthe Listing Regulations.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014. The details of transactions with relatedparties as required are provided in Lorm AOC-2 is annexed as Annexure - A'
11. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013
Particulars of loans given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the standalone financial statements provided in this Annual Report.
12. FIXED DEPOSITS / DEPOSITS
During the year under review your Company has not accepted or invited any fixeddeposits from the public and there were no outstanding fixed deposits from the public ason the Balance Sheet date.
Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
13. DISCLOSURE UNDER SECTION 164(2) AND CONFIRMATION OF REGISTRATION OF INDEPENDENTDIRECTORS WITH INDEPENDENT DIRECTORS DATABANK:
None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors have complied the registration with IndependentDirectors Databank.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your company has various Executive and Non-ExecutiveDirectors including Independent Directors who have wide experience in differentdisciplines of corporate functioning.
During the year under review w.e.f. 30th December 2021 Mr. Mukeshkumar S.Mandaliya (DIN:- 08540099) has resigned from the post of Independent Director of theCompany and in his place Mr. Saurabh G Patel (DIN:-09445561) was appointed as anAdditional Independent Director of the Company. Also the Company has appointed Mr. SanjayOmprakash Raval as a Chief Financial Officer of the Company w.e.f 30thDecember 2021 to fill the vacancy caused in the office of CFO by resignation of Mr.Paresh T Acharya w.e.f. 01st August 2021. Other than above there were nochanges in the Directors and KMP(S).
Further after the closure of financial year till the date of this report Mrs. Alkaben HKamdar(DIN:- 08319268) Independent Director has resigned from her post w.e.f. 29thAugust 2022 Ms. Pooja S Jadiya (DIN:-09673710) was appointed as an AdditionalIndependent Director of the Company w.e.f. 22nd July 2022 and Mr. SanjayOmprakash Raval has resigned from the office of CFO of the Company w.e.f. 29thAugust 2022.
Now the Board of Directors have proposed to regularize the appointment of Mr. SaurabhG Patel (DIN:-09445561) and Ms. Pooja S Jadiya (DIN:-09673710) who were appointed upto theforthcoming AGM of the Company.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Saremal ChampalalSoni (DIN:02288750) is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for re-appointment. Details of Director seekingre-appointment as required under the Listing Regulations are provided in the Noticeforming part of this Annual Report Their reappointments are appropriate and in the bestinterest of the Company.
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.
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164(2) of the Act.
KEY MANAGERIAL PERSONNEL
As of the date of this report the KMPs are as follows:
|Sr. No Name of the KMP ||Designation |
|1 Mr. Saremal Champalal Soni ||Chairman & Managing Director |
|2 Mr. Dineshkumar Saremal Soni ||Managing Director |
|3 Mr. Jitendrakumar Saremal Soni ||Joint Managing Director |
|4 Mr. Sanjay Omprakash Raval ||Chief Linancial Officer fupto 29.08.2022 |
|5 Mr. Dharmesh Jayendra Shah ||Company Secretary |
|6 Mr. Jenik Dineshkumar Soni ||Chief Executive Officer |
15. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance withthe Provision of Section 197 (12) of the Act read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as "Annexure-B"to its report.
16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
Your Company has a program to familiarize Independent Directors with regard to theirroles rights responsibilities in your Company nature of the industry in which yourCompany operates the business model of your Company etc.
The purpose of Familiarization Programme for Independent Directors is to provideinsights into your Company to enable the Independent Directors to understand its businessin depth and contribute significantly to your Company. Your Company has already carriedout the familiarization programme for Independent Directors. The Familiarization ProgrammeImparted to Independent Directors in terms of Regulation 25(7) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is available on your Company's website (www.ashapurigold.com) at the below link:
17. INDEPENDENT DIRECTORS / STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS UNDERSECTION 149(7) OF THE COMPANIES ACT 2013 AND REGULATIONS 16(1) (B) AND 25(8) OF THE SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 AND CONFIRMATION OFREGISTRATION WITH INDEPENDENT
The Independent Directors have given declarations to your Company under Section 149(7)of the Companies Act 2013 that they meet the criteria of independence provided underSection 149(6) of the Companies Act 2013 and Regulations 16(l)(b) and 25(8) of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ('the Listing Regulations').
The Board of Directors of your Company confirms that the Independent Directors fulfillthe conditions specified in Section 149(6) of the Act and Regulation 16(l)(b) of theListing Regulations and are independent of the management List of Key skills expertiseand core competencies of the Board is provided in the Corporate Governance Report formingpart of this Annual Report
The Board of Directors of your Company confirms that the Independent Directors havegiven their confirmation / declaration to your Company that in terms of Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014 they have registeredthemselves with the Independent Director's database maintained by the Indian Institute ofCorporate Affairs.
18. 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.
Your Directors have expressed satisfaction to the evaluation process.
The manner in which evaluation has been carried out has been explained in detail in theCorporate Governance Report forming part of this Annual Report
Number of Board Meetings conducted during the year under review
During year under review Board Meetings were duly convened and held as per theprovisions of the Act. Total number of Board meetings convened and held along with datesis mentioned in the Corporate Governance report forming part of the Director Report
20. 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.
21. REVIEW OF ANNUAL ACCOUNTS BY AUDIT COMMITTEE:
Financials of your Company for the financial year ended 31st March 2022 were reviewedby the Audit Committee before being placed before the Board.
22. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 31 2022 is available on the Company's website on https://ashapurigold.com/announcements.php
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information as required under Section 134(3)(m) of the Companies Act 2013 Rule 8of the Companies (Accounts) Rules 2014 for the financial year ended as on 31st March2022 are as under:
1. Part A & B pertaining to conservation of energy and technology absorption arenot applicable to your Company.
2. Foreign Exchange earnings and outflow:
Outflow - NIL
Earnings - NIL
24. SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST YOUR COMPANY BY THE REGULATORS ORCOURTS OR TRIBUNALS:
Pursuant to the requirement of Section 134(3)(q) of the Companies Act 2013 read withRule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmed that during theFinancial Year under review there are no significant or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and your Company'soperations in future.
25. AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and its role anddetails of other committees of the Company are included in the Corporate GovernanceReport which is a part of this Annual Report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior.
The Board of Director of your Company has adopted and established a Vigil Mechanism asper the requirements of the Companies Act 2013 and as per the Regulation 22 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Your Company has established / adopted a Whistle Blower Policy (VigilMechanism) for directors and employees of your Company to report concerns about unethicalbehaviour actual or suspected fraud or violation of your Company's Code of Conduct orethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. The policy provides adequate safeguard againstvictimization of director(s) / employee(s) who has availed the mechanism and also providefor direct access to the Chairman of the Audit Committee in exceptional cases. During theyear under review no employee or personnel has been denied access to the Audit Committee.
The policy document can be downloaded from your Company's website(www.ashapurigold.com) at the below link:
27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has in the financial year under review has not satisfied any conditionprovided under section 135(1) of the Act hence it has not formed any such committee.
28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATIONWHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review there has been no one time settlement of loans from theBank or Financial Institutions.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS:
There are no significant and material orders passed by Regulators/Court/Tribunalsagainst the company.
30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder. The Company has constituted Internal ComplaintsCommittee for redressal of complaints on sexual harassment During the year the Companyhad not received any complaint on sexual harassment and no complaint was pending as onMarch 31 2022
31. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') a detailed review of operations performance and future outlook of yourCompany and its business is given in the Management Discussion and Analysis which formspart of this Report and are given in Annexure - C
32. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR) Regulations2015) a report on Corporate Governance along with a Certificate from the SecretarialAuditor towards compliance of the provisions of Corporate Governance forms an integralpart of this Annual Report and are given in Annexure - D.
The CEO and CFO have certified to the Board with regard to financial statements andother matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR)Regulations 2015 under Annexure -E.
33. LISTING FEES
The Equity Shares of your Company are listed on the BSE Limited (BSE). Your Company haspaid the applicable listing fees to the above Stock Exchanges for the financial years2020-21 and 2021-22.
34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by your Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe Audit Committee the Board is of the opinion that your Company's internal financialcontrols were adequate and effective with reference to the financial statements for thefinancial year ended 31st March 2022.
35. STAKEHOLDERS RELATIONSHIP
Stakeholders' relations have been cordial during the year. As a part of complianceyour Company has constituted Stakeholders Relationship Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 and as per Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to consider andresolve the grievances of security holders of your Company. There were no investors'grievances pending as on 31st March 2022. A confirmation to this effect has been receivedfrom Bigshare Services Private Limited Registrar and Share Transfer Agent of yourCompany.
36. REPORTING OF FRAUD BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in your Company by its Officers or Employees tothe Audit Committee and / or to the Board under Section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report
37. AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Shivam Soni & Co. Chartered AccountantsAhmedabad [Firm Registration No.l52477W] were appointed as the Statutory Auditors of theCompany at the 13th Annual General Meeting of the Company held on 27th September 2021 fora term of five consecutive years from conclusion of the 13th Annual General Meeting of theCompany till the conclusion of the 18th 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 Board of Directors pursuant to the provisions of Section 204 of the Companies Act2013 appointed Mr. Mukesh H Shah Company Secretary in Practice sole proprietor of M/sMukesh H. Shah & Co. Company Secretaries Ahmedabad as the Secretarial Auditor of theCompany to carry out the Secretarial Audit for the Financial Year 2021-2022. SecretarialAudit Report issued by the Secretarial Auditor in Form No. MR -3 forms part of thisReport and is annexed herewith as Annexure - G.
Your Company is not required to maintain cost records as specified under Section 148 ofthe Act and not required to appoint Cost Auditors.
M/s. Bharat H Shah & Co. Chartered Accountants Ahmedabad has been appointed asInternal Auditors of the Company. The Internal Auditor is appointed on yearly basis. TheInternal Auditor performs the duties of Internal Auditors of the Company and their reportis reviewed by the Audit Committee.
38. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
There are no disqualifications reservations adverse remarks or disclaimers in theauditor's report and secretarial auditor's report.
Your Company has maintained healthy cordial and harmonious industrial relations at alllevels. Your Directors place on record their deep appreciation to employees at all levelsfor their hard work dedication and commitment.
The Board place on record its appreciation for the support and co-operation yourCompany has been receiving from its investors customers vendors bankers financialinstitutions business associates Central & State Government authorities Regulatoryauthorities and Stock Exchanges. Your Board looks forward for the long-term future withconfidence optimisms and full of opportunities.
| ||By Order Of The Board |
|Date:- 29.08.2022 ||For Ashapuri Gold Ornament Limited |
|Place:- Ahmedabad ||Sd/- |
| ||Saremal Champalal Soni Chairman & Managing Director |
| ||DIN:-02288750 |