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Palm Jewels Ltd.

BSE: 541444 Sector: Consumer
NSE: N.A. ISIN Code: INE838Z01012
BSE 00:00 | 12 Apr 14.68 0
(0.00%)
OPEN

14.68

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14.68

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14.68

NSE 05:30 | 01 Jan Palm Jewels Ltd
OPEN 14.68
PREVIOUS CLOSE 14.68
VOLUME 76000
52-Week high 37.50
52-Week low 12.65
P/E 122.33
Mkt Cap.(Rs cr) 11
Buy Price 14.68
Buy Qty 20000.00
Sell Price 13.75
Sell Qty 4000.00
OPEN 14.68
CLOSE 14.68
VOLUME 76000
52-Week high 37.50
52-Week low 12.65
P/E 122.33
Mkt Cap.(Rs cr) 11
Buy Price 14.68
Buy Qty 20000.00
Sell Price 13.75
Sell Qty 4000.00

Palm Jewels Ltd. (PALMJEWELS) - Director Report

Company director report

DIRECTORS REPORT

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

T he Board’s Report is prepared based on the stand alone financial statements ofthe company.

PARTICULAR 2017-18 2016-17
Total Income for the year was 215551200 55238335
Operating & Administrative expenses 214202971 55036041
Profit/(Loss) Before Depreciation And Taxes 1368754 306268
Less: Depreciation 87728 51987
Net Profit/(Loss) Before Tax 1281026 254281
Less: Provision For Tax 400000 100280
Deferred Tax (2154) (178)
Profit/(Loss) After Tax 875605 153823
EPS 0.50 0.49

2. OPERATION & REVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2018 andStatement of Profit & Loss together with Notes forming part thereto ("FinancialStatement") for the year ended on 31st March 2018 and Report of the Board ofDirectors and Auditors thereon.

Total Revenue from operation of the company is Rs. 215551200/- And the net Profitafter tax is Rs. 875605 For the Financial year 2018-19.

3. DIVIDEND

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

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

• Mrs. Chetana Rohitbhai Shah (DIN: 00538673) is liable to retire by rotationat the forthcoming Annual General Meeting and being eligible offer herself for re-appointment.

• During the year under review the board of directors of the company hasappointed Mr. Rohit Dalpatbhai Shah as Managing director Mr. Saunil RohitkumarShah as a Whole time Director and Mr. Naishadh Jagdishkumar Sadhu as aChief Financial Officer of the Company.

• The Board of director has appointed Mr. Dilipkumar Sureshbhai Shah as on24.02.2018 as an additional Independent director of the company and proposed theirregularisation for a period of five year at forthcoming annual general meeting.

? The Board of Director has also Appointed Mrs. Nidhi Jain as on 29.03.2018 asan Additional Independent Director of the Company and She Resigned From the Post ofAdditional Independent Director w.e.f. 06.08.2018 Due to Personal and unavoidablecircumstances.

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eight (8) times on 06/04/2017 14/09/2017 16/10/201713/01/2018 24/02/2018 12/03/2018 14/03/2018 and 29/03/2018 in respect of saidmeetings proper notices were given and proceedings were properly recorded and signed inthe Minute Book maintained for the purpose.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

1 0. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company’s internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review The Company has made Following Allotments:

Date of No. of Shares Allotted Nature of Issue
Allotment
13-01-2018 1114690 Preferential issue against Conversion of Stock
12-03-2018 336333 Preferential issue against Conversion of Unsecured Loan
14-03-2018 2649035 Bonus Issue to existing shareholders in the Proportion of 2 equity shares for every 3 equity shares held

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

? During the Period under review the company has been converted from Private LimitedCompany to Public Limited Company on 21st February 2018.

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

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9 is annexed herewith as "Annexure -A"

1 5. AUDITORS AND THEIR REPORT

? STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s A. K. SHAH & ASSOCIATES(FRN-109748W) Chartered Accountants as the Statutory Auditors of the Company.

? 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.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

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

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

20. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms’ length basis. Details of the transactions pursuant tocompliance of section 134(3)(h) of the companies act 2013 and rule 8(2) of the companies(Accounts) Rule 2014 are annexed herewith as per "Annexure – B".

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company’s operations in future.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement cost reduction productdevelopment or import substitution: None III. in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

? Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on March 29 2018 as per the applicable provisions of the Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicableupon listing of Company’s Equity Shares).

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

Name Designation Category No. of Meetings held during the Period
Held Attended
Mr. Dilipkumar Shah Chairman Non-Executive-Independent Director 1 1
Mrs. Nidhi Jain Member Non-Executive-Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive Director 1 1

? Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company’s Equity Shares)vide board resolutiondated March 29 2018. The Nomination and Remuneration Committee comprises the followingmembers:

Name Designation Category No. of Meetings held during the Period
Held Attended
Mr. Dilipkumar Shah Chairman Non-Executive-Independent Director 1 1
Mrs. Nidhi Jain Member Non-Executive-Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive- Director 1 1

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

? Stakeholder’s Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations (applicable upon listing of Company’s equity shares)vide board resolutiondated March 29 2018.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Chetna R Shah Chairman Non-Executive Director 1 1
Mr. Dilipkumar Shah Member Non-Executive-Independent Director 1 1
Mr. Saunil R Shah Member Executive Director 1 1

? Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at themeeting held on March 29 2018 in compliance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Name Designation Category No. of Meetings held during the Period
Held Attended
Mrs. Nidhi Jain Chairman Non-Executive- Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive- Director 1 1
Mr. Dilipkumar Shah Member Non-Executive- 1 1
Independent Director

2 4. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies’ current working and futureoutlook of as per "Annexure – D"

25. CORPORATE GOVERNANCE

Since the Company’s Securities are not listed during the year under reviewRegulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation2015 Report on Corporate Governance is not applicable to Our Company hence Company hasnot obtained a Certificate from a Practicing Company Secretaries certifying the same.

26. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company’s employees at all levels.

For and on behalf of Board
DATE: 01/09/2018 SD/- SD/-
P : AHMEDABAD LACE Rohit Dalpatbhai Shah Saunil Rohitkumar Shah
Managing Director Whole Time Director