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Kenvi Jewels Ltd.

BSE: 540953 Sector: Consumer
NSE: N.A. ISIN Code: INE923Y01015
BSE 00:00 | 12 Aug 30.95 1.45
(4.92%)
OPEN

29.85

HIGH

30.95

LOW

29.85

NSE 05:30 | 01 Jan Kenvi Jewels Ltd
OPEN 29.85
PREVIOUS CLOSE 29.50
VOLUME 1500
52-Week high 48.65
52-Week low 14.40
P/E 77.38
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.85
CLOSE 29.50
VOLUME 1500
52-Week high 48.65
52-Week low 14.40
P/E 77.38
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kenvi Jewels Ltd. (KENVIJEWELS) - 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 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board's Report is prepared based on the standalone financial statements of theCompany.

(Rs. in lakhs except per share data)
Particulars 2020-21 2019-20
Total Income for the year 3986.36 3469.92
Operating & Administrative expenses _ 3939.67 3431.38
Profit/(Loss) before Depreciation and Taxes 46.69 38.54
Less: Depreciation 9.23 8.90
Net Profit/(Loss) before Tax 37.46 29.64
Less: Provision for Tax 9.20 7.25
Deferred Tax (0.07) (0.84)
Profit/(Loss) after Tax 28.33 23.23
Earnings Per Share 0.28 0.23

2. OPERATION & REVIEW

Total revenue from operations of the Company is Rs. 3986.35 lakhs and the net Profitafter tax is Rs. 28.33 lakhs for the Financial Year 2020-21.

3. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for theFinancial Year ended on 31st March 2021.

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 does not apply.

5. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

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

The Directors and Key Managerial Personnel of the Company are as follows:

Sr. No. Name of Directors/KMPs Designation
1 Chirag Champaklal Valani Managing Director
2 Hetalben Chiragkumar Valani Whole-Time Director
3 Sanni Shaileshbhai Shah Non-Executive Independent Director
4 Amitkumar Bharatbhai Prajapati Non-Executive Independent Director
5 Krunal Dilipbhai Shah Non-Executive Independent Director
6 Mayur Satyanarayan Sharma Chief Financial Officer
7 Nikita Sharma Company Secretary

Mr. Chirag C. Valani (DIN: 06605257) is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself forre-appointment.The relevant details of him are given in the Explanatory Statement to theNotice convening the Meeting.

The Company has appointed Mr. Krunal Shah as an Additional Director (Non-ExecutiveIndependent) on the Board of the Company w.e.f. 6th July 2021. The Board herebyrecommends his appointment as an Independent Director. The relevant details of him aregiven in the Explanatory Statement to the Notice convening the Meeting.

Mr. Vidhutkumar Shah (DIN: 08473509) has tendered his resignation as an IndependentDirector of the Company w.e.f. 6th July 2021. The Board places on record itsappreciation for the guidance and support provided by him during his tenure as a Directorof the Company.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. In the opinion of the Board they fulfil the conditions of independence asspecified in the Act and the Listing Regulations and are independent of the management.

8. NUMBER OF BOARD MEETINGS

The Board of Directors met five (5) times on 16th April 2020 31stJuly 2020 3rd September 2020 10th November 2020 and 6thMarch 2021 and in respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.

The gap between two Board Meetings was within the maximum time gap prescribed under theAct and the Listing Regulations. The requisite quorum was present in all the meetings.

9. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with the provisions ofSecretarial Standard 1 (relating to meetings of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings) issued by the Institute of Company Secretariesof India.

10. 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.

11. 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;

(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; and

(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.

12. 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.

13. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review the Company has not issued any shares.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY

There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the Financial Year to whichthe Financial Statements relate and the date of this Report.

15. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company is available on the websiteof the Company at www.kenvijewels.com.

16. AUDITORS STATUTORY AUDITORS:

The Company has appointed M/s. Parth Shah and Associates Chartered AccountantsAhmedabad (FRN: 144251W) as Statutory Auditors of the Company as per the Provisions ofSection 139 of Companies Act 2013 for the Period of Five Years till the 10thAGM to be held in 2023 with no further need for ratification at every Annual GeneralMeeting to be held during the said period.

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.

COST AUDITORS:

The Company was not required to maintain cost records and appoint Cost Auditor asrequired under Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and Rules made thereunder Ms. Shikha PatelPracticing Company Secretary Ahmedabad was appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor for the year ended 31st March2021 is enclosed to this report as "Annexure A".

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules2014 during the period under review.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditors. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Findings of InternalAuditors are discussed with the process owners and suitable corrective actions were takenas per the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies(Accounts) Rules 2014 the Company has not formulated and implemented any CorporateSocial Responsibility Initiatives as the said provisions are not applicable to theCompany.

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

During the year under review the Company has not given any loan made investmentprovided guarantee or security to any entity falling under the provisions of Section 186of the Act.

22. RELATED PARTY TRANSACTIONS

The related party transactions entered during the year were in accordance with theprovisions of section 188 of the Companies Act 2013 and rules made thereunder and were onarm's length basis and in the normal course of business. Details of the transactions arecovered in the Balance Sheet for the financial year 2019-20.

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

There are no significant and material orders passed by Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

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

Disclosures pertaining to conservation of energy technology absorption and foreignexchange earnings & outgo were not applicable to the Company during the year underreview.

25. PARTICULARS REGARDING EMPLOYEES

During the year under review none of the employees were in receipt of remunerationexceeding the limit prescribed under Section 197 of the Act and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

26. DETAILS OF COMMITTEES OF THE BOARD

Audit Committee:

The Company has formed the Audit Committee as per the applicable provisions of Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI Listing Regulations.

All the recommendations / submissions made by the Committee during the year wereaccepted by the Board.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Amitkumar B. Prajapati Chairman Non-Executive Independent Director 5 5
Mr. Sanni S. Shah Member Non-Executive Independent Director 5 5
Mr. Vidhutkumar S. Shah* Member Non-Executive Independent Director 5 5
Mrs. Hetalben C. Valani Member Whole-Time Director 5 5
Mr. Krunal D. Shah** Member Non-Executive Independent Director N.A. N.A.

* Mr. Vidhutkumar S. Shah has resigned as an Independent Director of the Company w.e.f.6th July 2021.

**Mr. Krunal D. Shah was appointed as an Independent Director of the Company w.e.f. 6thJuly 2021.

Terms of reference:

The broad terms of reference of the Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information

• To ensure that the financial statement is correct sufficient and credible

• Recommending the appointment remuneration and terms of appointment of externalAuditors

• Review and monitor the Auditor's independence and performance and effectivenessof audit process

• Approval or any subsequent modification of transactions of the Company withrelated parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company wherever it is necessary

• Monitoring the end use of funds raised through public offers and related matters

• Reviewing with management the Annual Financial Statements and half yearly andquarterly Financial Results before submission to the Board

• Reviewing periodically the adequacy of the Internal Control System

• Discussions with Internal Auditors on any significant findings and follow upthere on

Nomination and Remuneration Committee:

The Company has constituted the Nomination and Remuneration Committee as per Section178 and other applicable provisions of the Act read with the Companies (Meetings of Boardand its Powers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBIListing Regulations.

All the recommendations / submissions made by the Committee during the year wereaccepted by the Board.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Amitkumar B. Prajapati Chairman Non-Executive independent Director 1 1
Mr. Sanni S. Shah Member Non-Executive Independent Director 1 1
Mr. Vidhutkumar S. Shah* Member Non-Executive Independent Director 1 1
Mr. Krunal D. Shah** Member Non-Executive Independent Director N.A. N.A.

* Mr. Vidhutkumar S. Shah has resigned as an Independent Director of the Company w.e.f.6th July 2021.

**Mr. Krunal D. Shah was appointed as an Independent Director of the Company w.e.f. 6thJuly 2021.

Terms of reference:

The broad terms of reference of the Committee are as under:

• Formulation of the criteria for determining the qualifications positiveattributes and independence of Director

• Devising a policy on Board Diversity

• Formulation of Remuneration Policy

• Review the structure size and composition of the Board

• Identifying and selection of candidates for appointment as Directors

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management

• Formulation of criteria for evaluation of Independent Directors and the Board

The Policy of Nomination and Remuneration Committee has been placed on the website ofthe Company at www.kenvijewels.com and the salient features of the same have been enclosedas "Annexure B".

Stakeholders' Relationship Committee:

The 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.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Sanni S. Shah Chairman Non-Executive independent Director 1 1
Mr. Amitkumar B. Prajapati Member Non-Executive " Independent Director 1 1
Mr. Vidhutkumar S. Shah* Member Non-Executive Independent Director 1 1
Mrs. Hetalben C. Valani Member Whole-Time Director 1 1
Mr. Krunal D. Shah** Member Non-Executive Independent Director N.A. N.A.

* Mr. Vidhutkumar S. Shah has resigned as an Independent Director of the Company w.e.f.6th July 2021.

**Mr. Krunal D. Shah was appointed as an Independent Director of the Company w.e.f. 6thJuly 2021.

Sexual Harassment Committee

The Sexual Harassment Committee was constituted in compliance with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Hetalben C. Valani Chairman Whole-Time Director 1 1
Mr. Amitkumar B. Prajapati Member Non-Executive Independent Director 1 1
Mr. Vidhutkumar S. Shah* Member Non-Executive Independent Director 1 1
Mr. Krunal D. Shah** Member Non-Executive Independent Director N.A. N.A.

* Mr. Vidhutkumar S. Shah has resigned as an Independent Director of the Company w.e.f.6th July 2021.

**Mr. Krunal D. Shah was appointed as an Independent Director of the Company w.e.f. 6thJuly 2021.

27. MEETING OF INDEPENDENT DIRECTORS

During the year under review a separate meeting of Independent Directors was held on 6thMarch 2021 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary to effectively and reasonably perform itsduties.

All the Independent Directors were present at the meeting.

28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has formulated and adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

The Company always endeavors to create and provide an environment to its employees andexternal individuals engaged with the Company that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy onprevention of sexual harassment at workplace. The policy aims at prevention of harassmentof employees as well as contractors and lays down the guidelines for identificationreporting and prevention of sexual harassment.

During the year under review there were no incidences of sexual harassment reportedand received.

29. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy. The detailsof the Whistle Blower Policy are available on the website of the Company i.e.www.kenvijewels.com.

30. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in proactive and efficient manner. The Company periodically assessesrisk in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

The Company through its risk management process strives to contain impact andlikelihood of the risk within the risk appetite as agreed from time to time with the Boardof Directors.

Management Discussion and Analysis Report of the Annual Report identifies key riskswhich can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to controlrisks. The Risk Management Policy of the Company developed in line with the businessstrategy lays down procedures for risk identification evaluation monitoring review andreporting.

31. 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.

The Management Discussion and Analysis Report is enclosed as "Annexure C".

32. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations the compliance with the corporategovernance provisions as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para CD and E of Schedule V shall not apply in respect of:

- A listed entity which has listed its specified securities on the SME Exchange.

Since the Company's Securities are listed on SME Exchange the provisions relating toCorporate Governance are not applicable to the Company.

33. 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 OF DIRECTORS OF

Date: 7th September 2021

KENVI JEWELSLIMITED

Registered Office:
14 Nav Durga Complex Chirag C. Valani Hetalben C. Valani
Opp. Nav Durga Society Managing Director Whole-Time Director
Ambicanagar Odhav DIN:06605257 DIN:06605369
Ahmedabad - 382415 Gujarat

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