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Narbada Gems & Jewellery Ltd.

BSE: 519455 Sector: Consumer
NSE: N.A. ISIN Code: INE540C01021
BSE 00:00 | 01 Jul 38.05 1.55
(4.25%)
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NSE 05:30 | 01 Jan Narbada Gems & Jewellery Ltd
OPEN 36.50
PREVIOUS CLOSE 36.50
VOLUME 640
52-Week high 59.95
52-Week low 22.50
P/E 23.34
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.50
CLOSE 36.50
VOLUME 640
52-Week high 59.95
52-Week low 22.50
P/E 23.34
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Narbada Gems & Jewellery Ltd. (NARBADAGEMS) - Director Report

Company director report

To

The Members

NARBADA GEMS AND JEWELLERY LIMITED

Your Directors have great pleasure in presenting the Twenty Ninth Annual Report alongwith the Audited Financial Statements of the Company for the financial year ended 31stMarch 2021.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial statements of the Company for the financial year endedMarch 312021 are as under:

(Rs. in Lakhs)

Particulars 31.03.2021 31.03.2020
Revenue from operations 3800.47 5543.46
Other Income 23.36 8.34
Total Revenue 3823.83 5551.81
Expenses 3548.34 5224.66
Profit before Tax 275.49 327.15
Tax Expense
Current tax 73.43 83.11
Deferred tax -0.92 0.68
Profit after Tax 202.98 243.35
Earnings per Equity share 1.68 2.06

2. STATE OF COMPANY’S AFFAIRS:

The outbreak of Coronavirus (COVID-19) pandemic globally and in India has causedsignificant disturbance and slowdown of economic activity. The performance of the businesswas affected during the last financial year due to store closures consequent upondeclaration of national lockdown by the Government and subsequent state-wise lockdowns.Revenue from operations was recorded as Rs. 3800.47 Lakhs against Rs. 5543.46 Lakhs duringprevious year registering a decline of 18.65% over the previous year. The Company reporteda Net Profit of Rs. 202.98 Lakhs as against Rs.243.35 Lakhs earned during previous yearregistering a decline of 9.04%.

During the Lockdown our workers and people who work on jewellery designs and relatedwork returned to their native place due to global pandemic and it took considerable timeto convince them to return back to work. Sales were adversely affected due to overallpublic sentiments and the major event like Akshay Tritiya was marred in Lockdown. Furtherdue to ongoing Covid majority of the marriages were postponed or became low key affairsthereby heavy Jewellery purchases were at halt. Demand for gold slumped to a more thantwo-decade low last year although it bounced back in the first three months of 2021 onsoftening gold prices and a sharp pick-up in economic activity. the situation have beenimproving and we expect positive response in the buying behavior of Customers.

3. FUTURE PROSPECT:

The changes expected in the product - mix portfolio of the Company augers well in thelong run to improve the profits. The vision of your company is to fulfill the royalaspirations of the bride with exclusive heritage jewellery and also accentuate the feelingof Royalty to people who adorn such jewellery anytime.

It is expected that the positive impact of polarization on the organized sector islikely to be visible operationally within a couple of years that would go a long way inimproving the margin and turnover for the industry in general and the Company. Withavailability of further funds the growth is likely to be accelerated in coming years.

India's rich and diversified cultural legacy played a huge role in influencing thejewellery market— especially in the bridal jewellery segment. Brides have become moreexperimental with their choices wherein inclusion of gemstones with diamonds in thebridal sets have become a popular among HNI category and modern women. The Companyprovides a variety of options to our customers in the flat diamond jewellery studded withcolour gemstones segment. Further Government’s recent initiative on HallmarkingGuidelines (HUID) has also increased the dependency of all organized retail players on theorganized Manufacturers like us. In the Coming years The Company is positive on thegrowth prospects.

Plans to Modify/ Enhance the product Offering: The Management focus to enhance theproduct offering to the customers hence new product innovation is one of the integralplan of the company.

Expansion plans:

The Company is in the process of setting up additional manufacturing capacity to caterto growing demand. The new factory will be more technology oriented and shall be a stateof art facility with well planned layout and use of high end tech tools for the designingsection.

Strategizing the Marketing & Business Development:

a. Customer Acquisition Policy: Customer acquisition is important for businesses of anyage and size. The goal of this process is to create a systematic sustainable customer whocan sell the Company’s products in the long term.

b. The credit policies are kept dynamic based on client profiles to allow credit to theparties which vary from 45- 60 days depending on the retention margin on the products. Sobefore adding a new customer a due diligence is done to understand the credit worthinessof the client.

c. Business Development Policy: A Business Development Policy is being evolved to caterto ever changing market preferences but with a focus on growth and how to achieve it.It's a long-term plan that outlines strategies for steady and sustainable business growthover the coming years. Its scope covers both the marketing and sales functions as theyare interlinked in the Jewellery Industry.

The Company’s marketing team at present is catering to the following category ofbuyer group:

1. National Chains - Retail Chains having National level presence

2. Local Chains - Retail Chains having regional/local level presence

3. Family Jewellers - Well known Family jewellers having 1 or 2 stores.

4. Distributors and

5. Exports

The Company is developing new collections to provide a wide range of collection to itscustomers and we expect the new collections will help us to penetrate the market. Thestrategy of the Company is to target multiple sales channels online selling of productsand to explore overseas market as the products are contemporary and have a large audience.

The various initiatives taken by the Company in formulating strategies andimplementation on all sphere of business activities will result in a sustainable revenueand profit growth over a period of time.

In order to meet the rising need for long term financial resources due to increase inalmost all raw material prices and in order to scale up the operations the Companyrequires long term working capital funds for the business. In this regard the Companybrought in a further issue capital of issuing share warrants convertible into equityshares on preferential basis. This would boost its financial resources facilitate ease ofoperations and enhance its business on the whole.

4. DIVIDEND:

In order to conserve resources for further expansion of the Company’s businessyour Directors have opined to not recommend any dividend for the year 2020-21.

5. RESERVES:

Amount to be carried forward to the reserves is Rs.202.98 Lakhs being profit for theyear.

6. AMOUNT TRANSFERRED TO INVESTOR EDUCATION & PROTECTION FUND:

The provisions of Section 125 of the Companies Act 2013 is not applicable for theCompany as there was no dividend declared and paid in the previous financial year.

7. SHARE CAPITAL:

The Authorised Share Capital of your Company is Rs. 215000000/- divided into21500000 Equity shares of Rs. 10/- each as on 31st March 2021. The total Paid upcapital of the Company stand at Rs. 151803100 divided into 15180310 Equity shares ofRs. 10 each.

During the year under review Preferential Issue of 9100000 Warrants of Rs. 17 eachconvertible into equal Equity shares of Rs. 10 each with premium of Rs. 7 per share havebeen approved. In-Principle approval received from BSE Ltd. on 01.01.2021 and Warrantswere allotted on 13.01.2021. Out of such warrants on 30.03.2021 as first tranche2623000 Equity Shares were allotted to Promoters and Promoter group upon conversion and500000 Equity Shares were allotted to Non-Promoter/Public upon conversion. Balancewarrants of 5977000 are pending for conversion.

The proceeds from the said issue were solely utilized to meet the working capitalrequirements of the business.

a. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8 ofthe Companies (Share Capital and Debentures) Rules 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as perRule 12 of Companies (Share Capital and Debentures) Rules 2014.

Further Issue of Capital by way of issue of Fully Convertible Warrants:

The Board has recommended augmentation of long -term financial resources by furtherissue of shares by way of issue of Preferential Issue of 9100000 Warrants of Rs. 17each convertible into equal Equity shares of Rs. 10 each with premium of Rs. 7 per sharehave been approved. In-Principle approval received from BSE Ltd. and Warrants allotted.Out of such warrants on 30.03.2021 as first tranche 2623000 Equity Shares wereallotted to Promoters and Promoter group upon conversion and 500000 Equity Shares wereallotted to Non-Promoter/Public upon conversion. Balance warrants of 5977000 are pendingfor conversion in accordance with the prevailing Regulations under chapter V of SEBI-ICDR 2018 as amended.

8. PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 of the CompaniesAct 2013 read with Companies (Acceptance of Deposits) Rules 2014 at the end of thefinancial year. Your Company did not accept any such deposits during the financial year2020-21 and the Company has duly filed the required returns accordingly.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loan or guarantee or security or made any investmentduring the financial year in terms of Section 186 of the Companies Act 2013.

10. SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES:

Your Company has no Subsidiaries Joint Ventures & Associate Companies.

11. DEPOSITORY SYSTEM:

The Company’s shares are available for dematerialization with National SecuritiesDepository Ltd. (NSDL) 4.14% and Central Depository Services (I) Ltd. (CDSL). 69.52% ofthe total shareholding of the Company was held in dematerialized form as on 31st March2021. Shares held in physical form was 26.34% of the issued Capital.

12. DIRECTORS:

Your Board consists of Six Directors including Three Independent (Non- ExecutiveDirectors). The declaration from all the Independent Directors are being obtained both atthe time of appointment and at the First Board meeting of each Financial Year.

Shri Ramprasad Vempati (DIN: 01903161) Shri Siddharth Goel (DIN: 03022978) were theIndependent Directors during the Financial Year 2020-21. Shri Praveen Kumar Agarwal (DIN:02012257) acted as Independent Director during the year and resigned w.e.f. 11.08.2020 andall have given declarations that they continue to meet the criteria of independence aslaid down under section 149(6) of the Companies Act 2013 and regulations 16(1)(b) of theLODR Regulations and that they are not debarred from holding the office of director byvirtue of any SEBI order or any other such authority.

Mr. Sunil Garg has been appointed as an Independent Director w.e.f 11.12.2020. Yourdirectors place on record their sincere appreciation for the valuable contribution made byMr. Praveen Kumar Agarwal during his tenure.

All the above changes in the composition of the Board were made on the recommendationof the Nomination & Remuneration Committee.

13. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the requirements of Section 203 of the Companies Act 2013following are the Key Managerial Personnel of the Company:

1. Mr. Sanjay Kumar Sanghi - Managing Director

2. Mr. Bajranglal Agarwal - Chief Financial officer

CS Nitin Agarwal (A56089) was appointed as Company Secretary and Compliance Officerw.e.f 27.08.2020. After the end of financial year Mr. Nitin Agarwal (A56089) resignedfrom the position of Company Secretary and Compliance Officer w.e.f 30.06.2021 and Ms.Shivani Rastogi (A64987) has been appointed as Company Secretary and Compliance Officerw.e.f 01.07.2021.

14. DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with Sub-section (7) of Section 149 of the Companies Act 2013(hereinafter called as "The Act") the Independent Directors on your Board havegiven a Declaration that they meet the criteria of Independence as provided in sub section(6) of Section 149 of the Act. There has been no change in terms and conditions ofappointment of Independent Directors the Policy relating to their appointment isavailable on the website of the Company www.narbadajewellery.com.

During the year under review the separate meeting of Independent Directors of theCompany without the presence of non-independent directors and members of the managementand all the independent directors were present in the meeting held on 11th February 2021in Compliance with the Regulation 25 of SEBI (LODR) Regulations 2015 in which thefollowing matters were considered:

I. Review of the performance of all the non-independent directors and the Board as awhole;

II. Review of the performance of the Chairman of the Company taking into accounts theviews of Executive Directors and Non-Executive Directors; and

III. Assessment of the quality quantity and timeliness of flow of information amongthe Company management and the Board which is necessary for the Board to effectively andreasonably perform their duties.

14. MANAGERIAL REMUNERATION

The Company’s policy on Director’s appointment and remuneration in accordancewith Section 178 (3) of the Companies Act 2013 the same is available at the website ofthe Company at www.narbadajewellery.com. No remuneration is being paid to the ManagingDirector or any other Director of the Company. The information required pursuant toSection 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules 2014and Companies (Particulars of Employees) Rules 1975 in respect of employees of theCompany and Directors is furnished hereunder:

a. All pecuniary relationship or transactions of the non-executive directors of theCompany:

The Non-executive Directors does not have any pecuniary relationship or transactions ofthe Company.

b. Details of percentage increase in the remuneration of each Director and CFO andCompany Secretary in the Financial Year 2020-21 are as follows:

Name

Designation

Remuneration (in Rs.)

Increase %

2020-21 2019-20
Sanjay Kumar Sanghi Managing Director - - -
Ritesh Kumar Sanghi Director - - -
Bajranglal Agarwal Chief Financial Officer 527116 600000 -
Nitin Agarwal* Company Secretary 138740 - -
Ashish Kumar Gupta* Company Secretary - 250887

*For the part of financial year

c. Number of permanent employees on the rolls of the Company as on 31st March 2021 are59.

d. Stock option details: Nil

15. BOARD COMMITTEES:

The Board has constituted three committees at present:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

The committees of the Board meet at regular intervals and have the requisite subjectexpertise to handle and resolve matters expediently. The details of constitution terms ofappointment and meeting of the committee is given in the Corporate Governance report asAnnexure IV.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the executives of the Company andsubject to the disclosures in the annual accounts and also on the basis of the discussionswith the Statutory Auditors of the Company from time to time your Directors make thefollowing statements pursuant to Section 134(3)(c) of the Companies Act 2013 withrespect to Director’s Responsibility Statement.

a) that in the preparation of the annual accounts for the year ended 31st March 2021the applicable accounting standards have been followed along with proper explanationrelating 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 31st March 2021 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 proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

17. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 the Company has framed and adopted a Codeof Conduct. The Code is applicable to the members of the Board the executive officersthe members of the management one level below the executive directors including allfunctional heads of the Company. The Code is available on the website of the Companywww.narbadajeweMery.com All members of the Board the executive officers and seniorfinancial officers have affirmed compliance to the Code as on March 31 2021.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year Eleven Board Meetings were convened and held. The dates on which thesaid meetings were held are:29.06.2020 30.07.2020 11.08.2020 27.08.2020 14.09.202013.11.2020 30.12.2020 13.01.202128.01.202111.02.202130.03.2021. the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the Listing Regulations the Company has familiarized the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company etc.

The details of the familiarization programme of Independent Directors is updated at thewebsite of the Company at www.narbadajeweMery.com

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the provisions of Section 188 of the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has formulated a Policy on Related Party Transactionswhich is also available on the Company’s website www.narbadajewellery.com.

The related party transactions during the year are in accordance with the approval ofshareholder in Annual General Meeting held on 11th December2020.

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013is disclosed in Form AOC-2 as "Annexure-I" to this report.

21. CORPORATE GOVERNANCE:

Your Company is committed to maintain the high standards of corporate governance andadhere to the requirements set out by the Securities and Exchange Board of India. TheReport on Corporate Governance as stipulated under the Listing Regulations forms part ofthe Annual Report. The certificate from the Practicing Company Secretary confirmingcompliance of conditions of Corporate Governance as stipulated under Part E of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Acertificate of compliance of the Corporate Governance framework from Practicing CompanySecretary is attached as Annexure- II.

22. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has zero tolerance towards sexual harassment at workplace. It has a well -defined policy in compliance with the requirements of the Sexual Harassment of women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. An Internal Committee is in place to redress complaints received regardingsexual harassment. The Company has not received any complaint of sexual harassment duringfinancial year 202021.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems and procedures designed toeffectively control the operations of its various functions. The internal control systemsare designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets.

Based on the deliberations with Internal Auditors to ascertain their views on thefinancial statements including the financial reporting system and compliance toaccounting policies & procedures the Audit Committee was satisfied with the adequacyand effectiveness of the internal control system followed by the Company.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015 the Company has in place a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases.

During the financial year ended 31st March 2021 under review there were no casespertaining to Whistle Blower Policy. The said policy of the Company can be accessed atwww.narbadajewellery.com

25. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board and theCompliance Officer are responsible for implementation of the Code. All Directors and thedesignated employees have confirmed compliance with the Code. The same has been displayedat the company’s website at www.narbadajewellery.com

26. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has a well-defined process in place to ensure appropriate identificationand treatment of risks. Risk identification exercise is inter-woven with the annualplanning cycle which ensures both regularity and comprehensiveness. The identification ofrisk is done at strategic business operational and process levels. While the mitigationplan and actions for risks belonging to strategic business and key critical operationalrisks are driven by senior leadership for rest of the risks operating managers drivesthe conception and subsequent augmenting of mitigation plans.

All risks are well integrated with functional and business plans and are reviewed on aregular basis by the senior leadership.

The Company through its risk management process aims to contain the risks within itsrisk appetite. There are no risks which in the opinion of the Board threaten the existenceof the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

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

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant toSection 134 (3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies(Accounts) Rules 2014 are not applicable as our business is not specified in theSchedule. However the Company makes its best efforts to conserve energy in a moreefficient and effective manner.

B. Technology Absorption

The Company has not carried out any specific research and development activities.Accordingly the information related to technology absorption adaptation and innovationis reported to be NIL.

C. Foreign Exchange Earnings and Outgo

During the year under review the foreign exchange earnings and Foreign Exchange outgoof the Company are Nil.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule- VII of the Companies Act 2013 the provisions ofCorporate Social Responsibility (CSR) are not applicable to the Company.

30. AUDITORS:

a) Statutory Auditors:

The Company had appointed M/s D.V. Aditya & Co. (Firm Registration No. 000044S)Statutory Auditors of the Company. However M/s D.V. Aditya & Co. (Firm RegistrationNo. 000044S) Statutory Auditors of the Company has submitted resignation from the officeof Statutory Auditors of the Company w.e.f. 05th August 2020. In order to fill the casualvacancy the Board has approved the appointment of M/s. Anant Rao & Mallik CharteredAccountants Hyderabad (FRN: 006266S: Membership No: 022644) who shall hold office untilthe conclusion of ensuing Annual General Meeting of the Company.

M/s Anant Rao & Malik Chartered Accountants (Firm Reg. No. 006266S M. No.022644) Hyderabad as Statutory Auditors of the Company at the 28th Annual GeneralMeeting of the

Company to hold office till the conclusion of the 33rd Annual General Meeting to beheld in the calendar year 2025 for issuing the Audit report on the financial position ofthe Company. The Statutory Auditors of the Company had issued Auditors Report for thefinancial year ended 31st March 2021 which is with unmodified opinion (unqualified).

There is no adverse remark(s)/ qualification(s)/ reservation(s) of the StatutoryAuditors in their report for the financial year ended 31st March 2021. Hence noexplanation or comments from the Board under Section 134(3)(f) of the Companies Act 2013is required.

b) Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 and rules made there under ShriAjay S. Shrivastava Practicing Company Secretary Hyderabad (ICSI Membership No. 3489; CPNo.: 3479) has been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed as "Annexure III" to this report.

The Annual Secretarial Compliance report as per Regulation 24A of SEBI (LODR)Regulations 2015 as amended is enclosed as "Annexure IV" to this report.

c) Internal Auditors:

The Company has appointed M/s Krishna and Suresh Chartered Accountant Hyderabad (FirmRegistration No- 001461S) as its Internal Auditors. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.

31. SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

32. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 an extract of annualreturn in prescribed Form MGT 9 is being uploaded on Company’s websitewww.narbadajewellery.com.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report covering the matters listed in Clause34(2)(e) of the SEBI (LODR) 2015 for the year under review is given as separate andforms the part of Annual Report.

34. LISTING:

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Companyhas duly complied with all the requirements of concerned Stock Exchange in accordance withapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.

35. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Material changes affecting the financial position are given below:

Global Pandemic

The outbreak of Corona Virus pandemic globally and in India in the last Financial yearand beginning of financial year 2021 forced the Government to enforce lockdown in theCountry from including travel bans quarantine social distancing and closure ofnon-essential services which has caused significant disturbance and slowdown of economicactivity. In the month of April the operations had come to stand still however theCompany had implemented work from home policy for its employees wherever possible.

The Company has been taking all the necessary precautionary measures like adhering tosocial distancing and implemented all the safety measures like regular temperaturemeasurement wearing of masks regular sanitization of sites to guard its employeesagainst the spread of Covid-19 as advised by the Government from time to time.

However the performance of the Company may be impacted in future due to lasting effectof the disruption on the economy caused by Covid-19.

36. ACKNOWLEDGEMENT:

Your directors take this opportunity to thank the customers shareholders financialinstitutions stock exchanges SEBI National Securities Depository Limited CentralDepository Services (India) Limited and other government and regulatory agencies for theirconsistent support and encouragement to the Gems & Jewellery Industry and also theCompany.

W also place on record our sincere appreciation to all the members of Narbada Gemsfamily including our employees for their hard work support and commitment. Theirdedication and competence has made the Growth Possibility a reality.

.