Lypsa Gems & Jewellery Ltd
The Directors' present the Annual report on the business and operations of your Companyfor the year 2018-19
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
| ||(Rs.) ||(Rs .) |
|Gross Sales/Income ||591176034.57 ||1044651635 |
|Less Depreciation ||3491997 ||3689257 |
|Profit/(Loss) before Tax ||2030485.54 ||1835222.54 |
|Deferred Taxes ||132153 ||-311391 |
|Profit/(Loss) After Taxes ||1698332.54 ||1946613.54 |
|Basic EPS ||0.01 ||0.03 |
|Diluted eps ||0.01 ||0.05 |
Your Directors feel pleasure to declare profit after tax of 16.98 Lacs which was madepossible through better production planning and customer relations. Directors areexploring various other opportunities to further improve the working results during thecurrent year.
a) Mrs. Sonal Dipan Patwa (Din 02579452) Director of the Company are liable toretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.
b) Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
d) Number of Meetings of the Board of Directors and Audit Committee
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Fourteen Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Since the Company has not made sufficient profit the directors are unable to recommendany dividend during the year under review.
NATURE OF BUSINESS:
The Company is engaged in the business of trading import export making and polishingactivities of diamonds gems and other precious stones.
There was no change in the nature of the business of the Company during the year underreview.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company has 100% Subsidiary "Lypsa Gems & Jewellery DMCC (entitiestogether termed as the Lypsa Group) in Dubai. Hence details for the same are not requiredto mention here.
TRANSFER TO RESERVES:
The company has not transferred any amount to General Reserve.
There were no changes in share capital of the company during the period under review.
Debt of the Company stands to Rs. 23.77 Crores as on 31st March 2019.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2019.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDERSECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.
CORPORATE SOCIAL RESPONSIBILITY:
During the year under review the Company did not fall under the criteria of"Corporate Social Responsibility" pursuant to the provisions of Section 135 ofthe Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014.
However every year 5th June is observed as the World Environment Day around the worldand is of immense importance for the Lypsa Group. In the year 2018-19. one specificarea was related to our work. Sustainability is a complex concept incorporating a widerange of social environmental and economic issues. We recognize the holistic nature of asustainable approach. As such this commitment is as much about our Trading andManufacturing of diamonds and business operations as it is about our people thecommunities where we work our suppliers and partners and the clients we work with. Thisis our commitment to manage our activities business processes and supply chain safely andin ways that minimize adverse environmental and social impacts.
This is a commitment to safeguard the health and safety of our employees andneighbors' to support the local economy and to treat our staff fairly. It is aboutcreating wealth for all our stakeholders embracing diversity minimizing resourceconsumption and reducing our greenhouse gas emissions.
However we recognize that we will have to be innovative and draw on our key strength -our motivated staff - in order to deliver the lasting positive outcomes that are at thecore of our commitment to sustainability.
BUSINESS RISK MANAGEMENT:
Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.lypsa.in/16-17/3Whistle_Blower_Policy.pdf
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March 2019. Thisis also being supported by the report of the auditors of the Company as no fraud has beenreported in their audit report for the financial year ended 31st March 2019.
BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.
A. Statutory Auditors:
The Company's Auditors M/s. Doshi Maru & Associates Mumbai who retire at theensuing Annual General Meeting of the Company are eligible for reappointment. They haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesframed thereunder for reappointment as Auditors of the Company. As required under SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Shubham Agarwal Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A".
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 are complied with.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with theStock Exchanges the Corporate Governance Report Management Discussion and Analysis andthe Auditor's Certificate regarding compliance of conditions of Corporate Governance areattached separately and form part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-B".
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-C".
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of ` 10200000/- or more perannum ` 850000/- or more per month during the year. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2018-19 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2019.
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| || ||For Lypsa Gems & Jewellery Limited || |
|Date: 30/05/2019 || || || |
|Place: Banaskantha || || || |
| ||Sd/- ||Sd/- ||Sd/- |
| ||Manish Janani ||Dipan Patwa ||Jeeyan Patwa |
| ||Managing Director ||Chairman ||Director |