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Narbada Gems & Jewellery Ltd.

BSE: 519455 Sector: Consumer
NSE: N.A. ISIN Code: INE540C01021
BSE 13:52 | 19 Feb 19.40 -0.10
(-0.51%)
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NSE 05:30 | 01 Jan Narbada Gems & Jewellery Ltd
OPEN 19.40
PREVIOUS CLOSE 19.50
VOLUME 1
52-Week high 78.00
52-Week low 18.10
P/E 9.80
Mkt Cap.(Rs cr) 23
Buy Price 18.10
Buy Qty 10.00
Sell Price 19.40
Sell Qty 30.00
OPEN 19.40
CLOSE 19.50
VOLUME 1
52-Week high 78.00
52-Week low 18.10
P/E 9.80
Mkt Cap.(Rs cr) 23
Buy Price 18.10
Buy Qty 10.00
Sell Price 19.40
Sell Qty 30.00

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

Company director report

To

The Members

NARBADA GEMS AND JEWELLEREY LIMITED

Your Directors have great pleasure in presenting the Twenty Seventh Annual Report alongwith the Audited Financial Statements of the Company for the financial year ended 31stMarch 2019.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars 31st March 2019 31st March 2018
Revenue from operations 4057.20 2626.49
Other Income 12.56 0.02
Total Revenue 4069.76 2626.51
Expenses 3869.57 2468.25
Profit before Tax 200.19 158.26
Tax Expense
Current tax 55.00 45.09
Deferred tax 1.19 (0.08)
Profit after Tax 143.99 113.25
Earnings per Equity share 1.60 2.28

2. STATE OF COMPANY’S AFFAIRS:

During the year under review your Company has achieved a turnover of Rs. 4057.20 Lakhsagainst Rs. 2626.49 Lakhs during previous year registering a growth of 54.47% over theprevious year on account of improved long term finance availability due to the fresh sharecapital infusion. The Company reported a Net Profit of Rs. 143.99 Lakhs as against Rs.113.25 Lakhs earned during previous year registering a growth of 27.14% which remainedsubdued due to volatile market conditions and price competition.

3. FUTURE PROSPECT:

The changes expected in the product – mix portfolio of the Company augers well inthe long run to improve the profits. The vision of your company is to fulfill the royalaspirations of the bride with exclusive heritage jewellery.

It is expected that the polarisation positive impact on the organized sector is likelyto be visible operationally within a couple of years that would go a long way in improvingthe margin and turnover.

The strategy of the Company is to target multiple sales channels online selling ofproducts and to explore overseas market as the products are contemporary and have a largeaudience.

The various initiatives taken by the Company in formulating strategies &implementation on all sphere of business activities will result in a sustainable profitgrowth over a period of time.

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 2018-19.

5. RESERVES:

Amount to be carried forward to the reserves is Rs.143.99 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 Share Capital of your Company is Rs. 99424100/- divided into 9942410 Equityshares of Rs. 10/- each with Voting Rights as on 31.03.2019.

During the year under review the Company has allotted 1930400 new Equity shares ofRs. 10/- each at a Premium of Rs. 2.50/- each upon conversion of warrants issued underPreferential Issue. The proceeds from the said issue were utilized to meet the workingcapital requirements 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.

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 year2018-19 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) 8.02% and Central Depository Services (I) Ltd. (CDSL). 82.72 percent of the total shareholding of the Company was held in dematerialized form as on 31stMarch 2019. All further issue of shares have been in demat form only.

12. CORPORATE GOVERNANCE:

Corporate Governance is all about ethical conduct transparency integrity andaccountability of an enterprise. The code of governance is based on the principles ofmaking all the necessary decisions and disclosures accountability and responsibilitytowards various stakeholders complying with all the applicable laws and a continuouscommitment of conducting business in a fair transparent and ethical manner.

The Corporate Governance Principles implemented by the Company seeks to protectrecognize and facilitate shareholders rights and ensure timely and accurate disclosures tothem. Your Company has been constantly reviewing and benchmarking itself withwell-established standards of Corporate Governance besides strictly complying with therequirements of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

It is to be noted that pursuant to Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the Corporate Governanceprovisions as specified in Regulation 17 to 27 clauses (b) to (i) of Regulation 46(2) andpara C D and E of Schedule V does not apply to your Company as its paid-up share capitaldoes not exceed Rs. 10 Crores and net worth does not exceed Rs. 25 Crores as on the lastday of previous financial year ended 31st March 2019. However the Board of Directors andthe management of the Company believe that the compliance of law should be in true letterand spirit and that the Company’s legacy of fair transparent and ethical governancepractices shall be maintained.

13. DIRECTORS:

As at 31st March 2019 the Board consist of Six Directors including Three Independent(Non-Executive Directors). The declaration from all the Independent Directors are obtainedboth at the time of appointment and at the First Board meeting of each Financial Year.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Bhavna Sanghi Director (DIN: 02681438) ofthe Company retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. The Board recommends her re-appointment.

Shri Ramprasad Vempati (DIN: 01903161) Siddharth Goel (DIN: 03022978) and Shri VinodAgarwal (DIN: 00914894) were appointed as Independent Directors on the Board of theCompany pursuant to the provisions of Section 149 of the Act read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the erstwhile Clause 49 ofthe Listing Agreement with the stock exchange on 23rd September 2014. They hold office asIndependent Directors of the Company up to the conclusion of the ensuing Annual GeneralMeeting of the Company ("first term" in line with the explanation to Sections149(10) and 149(11) of the Act). The Nomination and Remuneration Committee of the Boardon the basis of performance evaluation of Independent Directors has recommendedre-appointment of Shri Ramprasad Vempati and Shri Siddharth Goel as Independent Directorsfor a second term of 5 (five) consecutive years on the Board of the Company w.e.f. 23rdSeptember 2019 .

Section 149(10) of the Act provides that an independent director shall hold office fora term of up to five consecutive years on the Board and shall be eligible forre-appointment on passing a Special Resolution by the Company and disclosure of suchappointment in its Board’s report. Section 149(11) provides that an independentdirector may hold office for up to two consecutive terms.

Further during the period under review Mr. Praveen Kumar Agarwal was appointed asAdditional Director it is proposed to appoint Mr. Praveen Kumar Agarwal (DIN: 02012257)as Independent Director of the Company to hold office for a term of 5 (Five) consecutiveyears in line with the provisions of Sections 149(10) and 149(11) of the Act. He meets thecriteria of independent director as specified under Section 149(6) of the Act. The Boardrecommends his appointment.

Mr. Tejas Sanghi (DIN: 05272447) has been appointed as an Additional Director of theCompany with effect from 13th August 2019 by the Board of Directors. In terms of Section161(1) of the Companies Act 2013 Mr. Tejas Sanghi holds office upto the date of thisAnnual General Meeting but is eligible for the appointment as a Director. The Company hasreceived a Notice from a member in writing under Section 160 of the Act proposing hiscandidature for the office of Director. The Board recommends his appointment as Directorof the Company.

14. 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 as on 31.03.2019:

1. Shri Sanjay Kumar Sanghi - Managing Director
2. Shri Bajranglal Agarwal - Chief Financial officer
3. Shri Ashish Gupta - Company Secretary

15. DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with Sub-section (7) of Section 149 of the Companies Act2013(hereinafter called as "The Act") the Independent Directors on your Boardhave given a Declaration that they meet the criteria of Independence as provided in subsection (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 21st January 2019in 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.

16. MANAGERIAL REMUNERATION

No remuneration is paid to the Managing Director or the Whole-time Directors of theCompany. The information required pursuant to Section 197 read with rule 5 of theCompanies (Appointment and Remuneration) Rules 2014 and Companies (Particulars ofEmployees) Rules 1975 in respect of employees of the Company and Directors is furnishedhereunder:

i) Details of percentage increase in the remuneration of each Director and CFO andCompany Secretary in the Financial Year 2018-19 are as follows:

Name Designation

Remuneration (in Rs.)

Increase
2018-19 2017-18 %
Sanjay Kumar Sanghi Managing Director - - -
Ritesh Kumar Sanghi Director - - -
Bajranglal Agarwal Chief Financial Officer 600000 597157 -
Ashish Kumar Gupta Company Secretary 415207 106656* -

*For the part of financial year

ii) Number of permanent employees on the rolls of the Company as on 31st March 2019are 58.

17. COMMITTEES OF THE BOARD:

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 Board oversees the functioning ofthe Committees. Detailed terms of reference composition meetings and other informationof each of the Committees of the Board is detailed herein below:

17A. AUDIT COMMITTEE:

The constitution of Audit Committee of the Board is in compliance with the provisionsof Section 177 of the Companies Act 2013 Regulation 18 of the SEBI (Listing Obligationand Disclosure Requirement) Regulations 2015. The details of the members of the AuditCommittee and their attendance in the Committee meetings are as under:

S No. Name of the Director Category Number of meetings during the FY 2018-19
Held Attended
1. Shri Ramprasad Vempati - Chairman Independent Non- Executive 4 4
2. Shri Siddharth Goel Independent Non- Executive 4 4
3. Shri Vinod Agarwal Independent Non- Executive 4 3

Four (4) Audit committee meetings were held during the year and the gap between twomeetings did not exceed one hundred twenty days. The dates on which the said meetings wereheld are as follows: 30.05.2018 14.08.2018 14.11.2018 and 14.02.2019. The necessaryquorum was present for all the meetings.

The terms of reference of the Audit Committee are broadly given under:

• The recommendations for appointment remuneration and terms of appointment ofauditors of the Company;

• Review and monitor the auditor’s independence and performance andeffectiveness of audit process

• Examination of the financial statement and the auditors’ report thereon;

• Approval or any subsequent modification of transaction of the company withrelated parties;

• Scrutiny of inter-corporate loans and investments;

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

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and relatedmatters;

• Review the functioning of the whistle blower mechanism;

• Approval of transactions with related parties.

17B. NOMINATION AND REMUNERATION COMMITTEE:

The constitution of Nomination and Remuneration Committee is in compliance with therequirements of provisions of Section 178 of the Companies Act 2013 Regulation 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

The Nominations and Remuneration Committee constituted by the Company is responsiblefor looking into the remuneration payable to the Whole-time Directors and other Employeesof the Company. The Committee also approves the Remuneration Policy for employees otherthan Whole-time Directors of the Company as may be recommended to it. The Company hasformulated a policy on nomination and remuneration of directors in accordance with Section178 (3) of the Companies Act 2013 and same is available on the website of the Companywww.narbadajewellery.com

The Nomination and Remuneration Committee of the Company as at 31.03.2019 comprises ofthree directors all of them being non-executive independent directors:

S. No. Name of the Director Category
1. Shri Vinod Agarwal- Chairman Independent Non- Executive
2. Shri Siddharth Goel Independent Non- Executive
3. Shri Ramprasad Vempati Independent Non- Executive

During the year under review there was no meeting of the committee.

17C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Committee ensures cordial investor relations and oversees the mechanism forredressal of investors’ grievances. The Committee specifically looks into redressingshareholders’/ investors’ complaints/ grievances pertaining to share transfersnon-receipts of annual reports and other related complaints.

The composition of the Stakeholders’ Relationship Committee and the details ofmeetings attended by its members are given below:

S No. Name of the Director Category Number of meetings during the FY 2018-19
Held Attended
1. Shri Vinod Agarwal (Chairman) Independent Non- Executive 18 10
2. Shri Siddharth Goel Independent Non- Executive 18 18
3. Shri Ramprasad Vempati Independent Non- Executive 18 18

The meetings of the stakeholders’ relationship committee were held on 10.04.201820.04.2018 16.05.2018 19.05.2018 20.06.2018 10.09.2018 20.09.2018 31.10.201820.11.2018 30.11.2018 20.12.2018 31.12.2018 10.01.2019 21.01.2019 09.02.201920.02.2019 20.03.2019 and 30.03.2019 during the year mainly for approval of sharetransfers transmission and issue of duplicate share certificates.

18. 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 2019the 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 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 proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

19. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 and the Companies Act 2013 the Company has framed and adopted a Code ofConduct. The Code is applicable to the members of the Board the executive officers themembers 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.narbadajewellery.com All members of the Board the executive officers and seniorfinancial officers have affirmed compliance to the Code as on March 31 2019.

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

During the year Eight Board Meetings were convened and held. The dates on which thesaid meetings were held are: 05.05.2018 30.05.2018 14.08.2018 26.09.2018 14.11.201826.11.2018 24.01.2019 and 14.02.2019 the intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

21. 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.narbadajewellery.com

22. 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 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.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as required under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013. There were no such complaints receivedunder the policy during the year. The internal committee is headed by Mrs. Bhavna SanghiDirector of the Company.

24. 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 and procedures the Audit Committee was satisfied with the adequacyand effectiveness of the internal control system followed by the Company.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for employees and directors to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the Audit Committee.

During the financial year ended 31st March 2019 under review there were no casespertaining to Whistle Blower Policy. The said policy of the Company can be accessed atwww.narbadajewellery.com

26. 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 isresponsible for implementation of the Code. All Directors and the designated employeeshave confirmed compliance with the Code. The same has been displayed at the company’swebsite at www.narbadajewellery.com

27. 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 andsubsequent auctioning 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.

28. 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.

29. 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 the Schedule. However the Company makes its best efforts to conserve energy in a more efficient andeffective 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 of the Company is Rs.544.95 Lacs only.

30. 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.

31. STATUTORY AUDITORS AND AUDITORS’ REPORT:

As per the provisions of Section 139 of the Companies Act 2013. M/s D.V. Aditya &Co. Chartered Accountants (Firm Reg. No. 000044S) were appointed as Statutory Auditorsof the Company by the members /shareholders in the Annual General Meeting held on 16thNovember 2017 for issuing the Audit report on the Financial position of the Company M/sD.V. Aditya & Co. Chartered Accountants (Firm Reg. No. 000044S) CharteredAccountants Statutory Auditors of the Company issued Auditors Report for the financialyear ended 31st March 2019 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 2019. Hence noexplanation or comments from the Board under Section 134(3)(f) of the Companies Act 2013is required.

32. SECRETARIAL AUDIT REPORT:

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 hadappointed Shri Ajay Suman Shrivastava Practicing Company Secretary (C.P. No. 3479)Hyderabad to conduct the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year2018-19 in Form MR-3 as "Annexure-II" forms a part of this Report.

33. 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.

34. EXTRACTS 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 is available inCompany’s website at www.narbadajewellery.com

35. 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.

i. Market Price Data

The market price data of the shares of the Company traded during each month for thefinancial year ended 31st March 2019 at Bombay Stock Exchange (BSE Limited) is as under:

Month High (Price in Rs.) Low (Price in Rs.) Volume
April 2018 33.90 21.50 13273
May 2018 33.60 20.90 20827
June 2018 35.00 23.10 27460
July 2018 36.85 30.45 6596
August 2018 29.50 27.00 5224
September 2018 27.40 22.65 1800
October 2018 28.00 26.05 1997
November 2018 28.90 24.40 17928
December 2018 27.75 22.60 96430
January 2019 27.50 22.55 77589
February 2019 47.25 28.75 50640
March 2019 65.75 41.50 115406

ii. Market performance of the Company during the Financial Year 2018-19

iii. Distribution of Shareholding as at 31st March 2019

Category ( No. of shares) Number of holders % of total holders Number of shares % of total shares
Upto 500 5000 91.49 851769 8.57
501- 1000 292 5.34 192226 1.93
1001- 2000 87 1.59 114823 1.15
2001- 3000 21 0.38 50958 0.51
3001- 4000 3 0.05 10267 0.10
4001-5000 5 0.09 22709 0.23
5001- 10000 13 0.24 101667 1.02
10001 and above 44 0.81 8597991 86.48
Total 5465 100 9942410 100

36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL 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 the financial statementsrelate and the date of the Report.

37. ACKNOWLEDGEMENT:

The Directors place on record their sincere thanks and appreciation for the support andcooperation received from the financial institutions banks dealers supplierscustomers shareholders various government authorities and other business associates ofthe Company.

Your Directors also place on record their appreciation for the dedication andcommitment of all employees in achieving and sustaining excellence in all areas of thebusiness and look forward to the continued support.

Date: 13.08.2019
Place: 3-6-291/4/B 2nd Floor
Hyderguda Hyderabad- 500029
For and on behalf of Board of Directors
Sd/- Sd/-
(Sanjay Kumar Sanghi) (Ritesh Kumar Sanghi)
Managing Director Director
DIN: 00629693 DIN: 00628033