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Moksh Ornaments Ltd.

BSE: 535041 Sector: Consumer
NSE: MOKSH ISIN Code: INE514Y01012
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Moksh Ornaments Ltd. (MOKSH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 6th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended onMarch 31st 2018.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March 2018is summarized as follows:

Particular Year Ended On Year Ended On
31st March2018 31st March2017
Income 3100177202 2399324152
Less: Expenditure (3041579714) (2353705691)
Profit/(Loss) Before Preliminary 58597488 45618461
Expenses w/o And Taxes
Less: Preliminary Expenses w/o (83019) (83019)
Net Profit/(Loss) Before Tax 58514469 45535442
Less: Provision For Tax (19378562) (14540583)
Deffered Tax (29833) (12671)
Less: Short or Excess Provision - (14677)
Profit/(Loss) After Tax 39165741 30992853

2. FINANCIAL HIGHLIGHTS

Standalone Revenues: During the fiscal 2018 the gross operational profit of theCompany stood at Rs. 58514469/-

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

No change of business occurs during the year under review.

4. DIVIDEND

Considering the operating environment in the standalone business and in view toconserve resources for the year no dividend is permitted to be paid to the Members forFiscal 2018 as per the Companies Act 2013 ("the Act") and the Rulesframedthereunder. Further the board has not declared any interim dividend during thefinancial year.There has been no transfer of unclaimed or unpaid dividend to investoreducationand protection fund as there are no unclaimed or unpaid dividends. Accordinglytheprovisions of section 125 (2) of the Companies Act 2013 do not apply to thecompany.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL ?

Composition of board and changes therein :

The Board of directors is duly constituted and consists of the following directorsnamely:

Sr No. Name of the Director DIN Designation
1 Amrit J. Shah 05301251 Managing Director
2 Jawanmal M Shah 05301300 Whole-Time Director
3 Sangeeta A Shah 05301330 Non-Executive Director
4 Brijesh D Shah 07352957 Independent Director
5 Hemang H Shah 07953299 Independent Director

? In accordance with the provisions of the Companies Act 2013 Mr. Jawanmal M. ShahDirector of the company who is liable to retire by rotation being eligible forreappointment offers herself for reappointment.

? The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualifythemselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevantrules.

? The Board made following Appointments and Resignation during the period under review.

? Appointment of Mr. Brijesh Shah as an Independent Directorof the company witheffect from September 28 2017.

? Appointment of Mr. Hemang Shah as an Independent Director of the company witheffect from September 28 2017.

? Appointment of Ms.Charmy Variya as a Company Secretary and Compliance Officerof the company with effect from August 1 2017.

? Appointment of Mr. Purvesh Shah as a Chief Finacial Officer of the companywith effect from August 212017.

6. MEETINGS OF THE BOARD

During FY 2017-2018 Seven meetings of the Board of Directors were held on thefollowing dates:

? 28th June 2017 ? 1st August 2017 ? 4th August2017 ? 21st August 2017 ? 28th September 2017 ? 16thNovember 2017

? 16th February 2018

Name of Director Director Identification Number Category Held Board Meetings Attended
Amrit J. Shah 05301251 Managing Director 7 7
Jawanmal M Shah 05301300 Whole-Time Director 7 7
Sangeeta A Shah 05301330 Non-Executive Director 7 7
Brijesh D Shah 07352957 Independent Director 7 7
Hemang H Shah 07953299 IndependentDirector 7 7

The intervening gap between the meetings was within the period prescribed under section173 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 relevant circulars notifications orders and amendments thereof.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015board annually evaluates the performance of individual Directors Committees and of theBoard as a whole in accordance with the formal system adopted byit.

8. 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:

? In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to materialdepartures;

? 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 thatperiod;

? 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 otherirregularities;

? The directors have prepared the annual accounts on a going concern basis;and

? The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wereoperatingeffectively.

? The directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operatingeffectively.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancialStatements. 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.

10. SHARE CAPITAL

During the year under review the company has issued and allotted Equity Shares asgivenbelow.

Sr No. Date of Allotment Nature of Allotment No. of Equity Shares Allotted Issue Price (in Rs.)
1 07.08.2017 Bonus in the ratio of 1 Equity Share for every 2 Equity Share 2583337 Nil
2 03.01.2018 Initial Public offer 2982000 37

11. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public duringthe year.

12. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Board f Directors at their Meeting held on 26th April 2018 approved the change ofRegistered office of the Company within the local limit of the city to B-405/1 B-405/24th floor 99Mulji JethaBldg Kalbadevi Road Vitthalwadi Kalbadevi. Mumbai -400002

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES 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.

14. RELATED PARTY TRANSACTIONS

During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act2013.

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as per section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and administration) Rules 2014 is annexed herewithto this report.

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

17. 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.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

19. AUDITORS

? STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company S.D. Jain & Co. CharteredAccountants Mumbai hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said

Statutory Auditors that they are eligible to hold office as the Auditors of the Companyand are not disqualified for being so appointed. Necessary resolution for ratification ofappointment of the said Auditor is included in this Notice.

? SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under Jaymin Modi& Co.Practicing Company Secretary have been appointed as Secretarial Auditor of the Companyperiod from January 3 2018 to March 31 2018. The report of the Secretarial Auditor isenclosed to this report. The report is self-explanatory.

With reference to the remarks and observation of the secretarial Auditor the followingexplanations have been submitted by the board of directors of the company.

? Our Company took all reasonable steps to do such appointments but as our Company isnot doing well in its present line of business activity it failed to attract rightcandidates for such post. The Board of our Company continues its efforts to search rightcandidate for the post of Company Secretary will appoint the Company Secretary as soonaspossible.

? COST AUDITORS

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.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.

21. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

? AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

? Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Brijesh D. Shah Non-Executive Independent Director Chairman 4 4
Hemang H. Shah Non-Executive & Independent Director Member 4 4
Amrit J. Shah Managing Director Member 4 4

? Terms of reference:

The broad terms of reference of the Audit 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 andcredible. ? Recommending the appointment remuneration and terms of appointment ofexternal Auditor. ? Review and monitor the auditor's independence and performance andeffectiveness of audit process. ? Approval or any subsequent modification of transactionsof the company with related parties ? Scrutiny of inter-corporate loans and investments ?Valuation of undertakings or assets of the Company wherever it is necessary. ? Monitoringthe end use of funds raised through public offers and related matters. ? Reviewing withmanagement the Annual financial statements and half yearly and Quarterly financial resultsbefore submission to the Board. ? Reviewing periodically the adequacy of the internalcontrol system. ? Discussions with Internal Auditor on any significant findings and followup there on.

? NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section. The Nomination and RemunerationCommittee was constituted by Board on March 20 2017.

? Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Hemang H. Shah Non-Executive & Independent Director Chairman 4 4
Brijesh D. Shah Non-Executive & Independent Director Member 4 4
Sangeeta A. Shah Non-Executive &Non- Independent Director Member 4 4

? Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are asunder:? Formulation of the criteria for determining the qualifications positive attributes andindependence ofDirector; ? Devising a policy on Board diversity; ? Formulation ofRemuneration policy; ? Review the structure size and composition of the Board; ?Identifying and selection of candidates for appointment as Directors; ? Identifyingpotential individuals for appointment as Key Managerial Personnel and Senior Management; ?Formulation of criteria for evaluation of Independent Directors and the Board.

? STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

? Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Sangeeta A. Shah Non-Executive & Non Independent Director Chairman 4 4
Amrit J Shah Managing Director Member 4 4
Brijesh D Shah Non-Executive &Independent Director Member 4 4

? Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2017 are NIL.

? Compliance Officer:

Ms. Charmy Variya is the compliance Officer of the Company for the above purpose.

22. COMPANY'S POLICY RELATING TO PAYMEMT OF REMUNERATION TODIRECTORS:

The Board determines the remuneration payable to the Executive Directors taking intoaccount their qualification expertise and contribution and based on recommendations ofthe Nomination and Remuneration Committee. Non- Executive Directors are eligible toreceive sitting fees for attending Board / Committee Meetings as decided by the Boardwithin the limits prescribed under the Companies Act2013.

The Remuneration policy of the Company is as under:

? Remuneration to Non–Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him/her of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Act and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014.

? Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides thestructure for Executive Directors. On the recommendation of the Nomination &Remuneration Committee the Remuneration paid/payable is approved by the Board of Directorsand by the members in the General Meeting in terms of provisions applicable from time totime.

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to thecompany. And Company does not have any subsidiary.

24. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns hasbeenestablished.

25. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation2015 the Company has constituted a Business Risk Management Committee. At present theCompany has not identified any element of risk which may threaten the existence oftheCompany.

26. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request .However as per theprovisions of Section 136 of the said Act the Annual Report Excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining the information on employee's particulars which isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the

Company up to the date of ensuing Annual General Meeting may write to the Company atthe registered office of the Company in advance.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall not be applicable to the Company.

29. LISTING

The Equity Shares of the Company are listed on NationalStock Exchange (EMERGE PLATFORM)w.e.f. January 3 2018. Further the Company is regular in compliances of various clausesand regulations of the Listing Agreement and/or LODR.

30. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

31. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is not having the paid up share capital exceeding Rs. 10 crore and Net worth isexceeding Rs. 25 cores. Further Company has obtained a Certificate from a PracticingCompany Secretaries certifying the same.

32. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 asamended from time to time the code of conduct for prohibition of insider tradingas approved and adopted by the Directors and designated Employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and designated employees while in possession ofunpublished price sensitive information during the period of Trading Window Closure. TheBoard is responsible for implementation of the Code. All Board of Directors and designatedemployees have confirmed compliance with the Code. The Board has appointed Charmy HVariya Compliance officer under the code.

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.

REGISTERD OFFICE: By order of Board of Directors
B-405/1 B-405/2 4th floor Sd/-
99MuljiJethaBldg Kalbadevi Road Amrit J Shah
Vitthalwadi Kalbadevi Maganing Director
Mumbai- 400002
Date:21st August 2018
Place:Mumbai