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Kenvi Jewels Ltd.

BSE: 540953 Sector: Consumer
NSE: N.A. ISIN Code: INE923Y01015
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NSE 05:30 | 01 Jan Kenvi Jewels Ltd
OPEN 14.00
PREVIOUS CLOSE 14.00
VOLUME 6450
52-Week high 14.00
52-Week low 4.14
P/E 155.56
Mkt Cap.(Rs cr) 14
Buy Price 10.50
Buy Qty 6450.00
Sell Price 24.00
Sell Qty 3000.00
OPEN 14.00
CLOSE 14.00
VOLUME 6450
52-Week high 14.00
52-Week low 4.14
P/E 155.56
Mkt Cap.(Rs cr) 14
Buy Price 10.50
Buy Qty 6450.00
Sell Price 24.00
Sell Qty 3000.00

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 2018.

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 Rs)

PARTICULAR 2017-18 2016-17
Total Income for the year was 176339493 71819080
Operating & Administrative expenses 174936608 71163708
Profit/(Loss) Before Depreciation And Taxes 1402885 655372
Less: Depreciation 265614 349786
Net Profit/(Loss) Before Tax 1137271 305586
Less: Provision For Tax 292850 95000
Deferred Tax (8577) (20564)
Profit/(Loss) After Tax 852998 231150
EPS 0.18 1.93

2. OPERATION & REVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2018 andStatement of Profit

& Loss together with Notes forming part thereto ("Financial Statement")for the year ended on 31st March 2018 and Report of the Board of Directors and Auditorsthereon.

Total Revenue from operation of the company is Rs. 176339493/- And the netProfit after tax is Rs. 852998/- For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2018.

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. Hetalben C. Valani (DIN: 06605369) 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 appointedMr. CHIRAG CHAMPAKLAL VALANI as Managing director Mrs. HETALBEN CHIRAGKUMAR VALANIas a

Whole time Director MS. NOOPUR JAIN as a Company Secretary of the company andMR. MAYUR SATYANARAYAN SHARMA as a Chief Financial Officer of the Company.

? During the Year the Board of director has appointed Mr. Sanni Shaileshbhai ShahMr. Manohar B Chunara and Mr. Amitkumar B Prajapati as an additional Independentdirector of the company and has been regularised in previous annual general meeting.

? During the year Mr. Manohar B Chunara was Resigned from the post ofIndependent director on 12.03.18 due to Personal and unavoidable Circumstances.

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 Fourteen (14) times on 22/05/2017 01/08/201704/08/2017 14/08/2017 16/08/2017 01/09/2017 16/09/2017 07/11/2017 09/11/201715/11/2017 18/11/2017 21/11/2017 12/02/2018 12/03/2018 in respect of said meetingsproper notices were given and proceedings were properly recorded and signed in the MinuteBook 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. 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.

11. 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.

12. 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
09-11-2017 1017000 Preferential issue against Conversion of Unsecured Loan and Creditors for goods
18-11-2017 1705500 Bonus Issue to existing shareholders in the Proportion of 3 equity shares for every 2 equity shares held

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

? During the Period under review the company has been converted from Private LimitedCompany to Public Limited Company on 24th August 2017.

? During the Year Company Got Listed its Securities on BSE SME Platform W.e.f16.02.2018.

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

14. 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 -A"

15. AUDITORS AND THEIR REPORT

?STATUTORY AUDITOR

The Board of Director has Appointed M/s. PARTH SHAH AND ASSOCIATES CharteredAccountant Ahmedabad (FRN: 144251W) as a Statutory Auditor of the Company in place oferstwhile auditors M/s. Rakshit M Shah & Co Chartered Accountants having FRN: 127388Win their meeting held on 17th November 2017 and the Auditor shall hold the office upto theConclusion 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. PARTH SHAH AND ASSOCIATES CharteredAccountant Ahmedabad (FRN: 144251W) as a Statutory Auditor of the Company for the Periodof Five Years till the 10th AGM to be held in 2023 with no further need for ratificationat every Annual General Meeting 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. 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 – B".The report is self-explanatory.

16. 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.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. 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.

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

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

There was no contract or arrangement made with related parties as defined under Section188 of the Companies Act 2013 during the year under review.

21. 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.

22. 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 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 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

23. 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 November 21 2017 as per the applicable provisions of theSection 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 (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
Mr. Amitkumar B Prajapati Chairman Non-Executive-Independent Director 2 2
Mr. Sanni S Shah Member Non-Executive-Independent Director 2 2
Mr. Manohar B Chunara * Member Non-Executive Independent Director 2 1
Mrs. Hetalben C Valani # Member Executive Director 1 1

# Mrs Hetalben C Valani has been appointed as a member of Committee W.e.f 12.03.18.

? 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 November 21 2017. The Nomination and Remuneration Committee comprises the followingmembers:

Name Designation Category No. of Meetings held during the Period
Held Attended
Mr. Manohar B Chunar Chairman Non-Executive-Independent Director 1 1
Mr. Amitkumar B Prajapati Member Non-Executive-Independent Director 1 1
Mr. Sanni S Shah Member Non-Executive- Independent Director 1 1

* Mr. Manohar B Chunara Resigned as a Director W.e.f 12.03.18.

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.kenvijewels.com and the salient features of the same has been disclosedunder "Annexure – C"

? 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 November 21 2018.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Mr. Sanni S Shah Chairman Non-Executive Independent 2 2
Director
Mr. Manohar B Member Non-Executive-Independent 2 1
Chunar* Director
Mr. Amitkumar B Member Non-Executive-Independent 2 2
Prajapati Director
Mrs. Hetalben C Member Executive Director 1 1
Valani #

*Mr. Manohar B Chunara Resigned as a Director W.e.f 12.03.18

# Mrs Hetalben C Valani has been appointed as a member of Committee W.e.f 12.03.18.

? Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at themeeting held on November 21 2017 in compliance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Name Designation Category No. of Meetings held during the Period
Held Attended
Mrs. Hetalben C Valani Chairman Executive Director 1 1
Mr. Manohar B Chunara * Member Non-Executive- Independent Director 1 1
Mr. Amitkumar B Prajapati Member Non-Executive- Independent Director 1 1

*Mr. Manohar B Chunara Resigned as a Director W.e.f 12.03.18

24. 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 – D"

25. 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.

26. 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.

For and on behalf of Board
DATE: 01/09/2018 SD/- SD/-
PLACE: AHMEDABAD Chirag C. Valani Hetalben C. Valani
Managing Director Whole Time Director