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Palm Jewels Ltd.

BSE: 541444 Sector: Others
NSE: N.A. ISIN Code: INE838Z01012
BSE 00:00 | 03 Dec 16.25 0
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16.25

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NSE 05:30 | 01 Jan Palm Jewels Ltd
OPEN 16.25
PREVIOUS CLOSE 16.25
VOLUME 29880
52-Week high 84.45
52-Week low 15.60
P/E 54.17
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.25
CLOSE 16.25
VOLUME 29880
52-Week high 84.45
52-Week low 15.60
P/E 54.17
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Palm Jewels Ltd. (PALMJEWELS) - Director Report

Company director 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 2020.

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

The Board's Report is prepared based on the stand alone financial statements of thecompany.

PARTICULAR 2019-20 2018-19
Total Income for the year was 474609237 419150991
Operating & Administrative expenses 473764203 417908021
Profit/(Loss) Before Depreciation And Taxes 906222 1242970
Less: Depreciation 61188 85853
Net Profit/(Loss) Before Tax 845034 1157117
Less: Provision For Tax 225000 325000
Deferred Tax (10175) (50458)
Profit/(Loss) After Tax 630209 882575
EPS 0.09 0.12

2. OPERATION & REVIEW

Your Company posted a total income of Rs. 474609237 in the financial year ended on31 March 2020. Your Companies' profit before tax for the year ended 31 March 2020 wasrecorded Rs. 845034.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2020.

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 does not apply to the company.

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 AND KEY MANAGERIAL PERSONNEL

Mr. Rohit Dalpatbhai Shah Managing Director (DIN: 00543440) Mr. Saunil RohitkumarShah Executive Director (DIN: 07673046) Mr. Mukesh Kumar Mali Chief Financial Officerand Mr. Jagdish Kanzariya Company Secretary and Compliance Officer are the Key ManagerialPersonnel of the Company as on the date of this Report.

During the financial year under review Board of Director of the company has appointedMr. Mitkumar Dipakkumar Shah as a Director w.e.f. 10th August 2019.

Pursuant to the provisions of Section 152 of the Act Mr. Saunil Rohitkumar Shah (DIN:07673046) retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. The Board recommends his re-appointment.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations'). In the opinion of the Board they fulfil theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the management.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Seven (7) times on 25.04.2019 30.05.2019 29.06.201910.08.2019 02.09.2019 14.11.2019 and 20.02.2020 in respect of said meetings propernotices were given and proceedings were properly recorded and signed in the Minute Bookmaintained 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.

10. 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 of theprofit/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 thedirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

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

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 issued and allotted 2657902 fully paidup Bonus Equity Share to the shareholder of the company by capitalised free reserve andsecurity premium account of Rs. 26579020.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

During the Period under review the Company has issued and allotted 2657902 fully paidup Bonus Equity Share to the shareholder of the company as 30th March 2020.

Except as mentioned above there are No other material changes and commitments affectingthe financial position of the Company occurred during the financial year under review.

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year and the date of Directors'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 -B"

15. 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 Members at the their 11th Annual GeneralMeeting of the Company held on 29th September 2016 had appointed M/s. A. K. SHAH &ASSOCIATES Chartered Accountants (Firm Registration No. 109748W) as the Statutory Auditorof the Company to hold office for a term of five years subject to ratification of theirappointment by the shareholders every year. The Ministry of Corporate Affairs vide itsNotification dated 7th May 2018 has dispensed with the requirement of ratification ofAuditor's appointment by the shareholders every year. Hence the resolution relating toratification of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Company has appointed Practicing Company Secretary havebeen appointed as Secretarial Auditor of the Company. The report of the SecretarialAuditor is enclosed to this report as "Annexure - A". The report is selfexplanatory.

The Board of Directors has duly reviewed the Secretarial Auditors' Report and theobservations and comments appearing in the report are self-explanatory and do not callfor any further explanation/clarification by the Board of Directors as provided underSection 134 of the Act.

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. INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditor. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

17. 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.

18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during thefinancial year under review.

19. 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 to the company.

20. 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.

21. LISTING

The Equity Shares of the Company are listed on SME platform of BSE Limited. Furtherthe Company is regular in compliances of various clauses and regulations of the ListingAgreement and/or LODR.

22. PARTICULARS REGARDING EMPLOYEES:

During the year under report none of the employees was in receipt of remunerationexceeding the limit prescribed under Section 197(12) of the Companies Act 2013 and Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. 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 to compliance ofsection 134(3)(h) of the companies act 2013 and rule 8(2) of the companies (Accounts)Rule 2014 are annexed herewith as per "Annexure - C".

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.

24. 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.

25. 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 product developmentor import substitution: None

III. In case of imported technology (imported during the last three years reckoned fromthe 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 - reasons

thereof: 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

DETAILS OF AUDIT COMMITTEE NOMINATION AND REMUNERATION COMMITTEE STAKEHOLDERS'RELATIONSHIP COMMITTEE AND SEXUAL HARASSMENT COMMITTEE

Audit Committee:

Constitution & Composition of Audit Committee:

The Company has constituted the Audit Committee with the primary objective to monitorand provide effective supervision of the Managements' financial reporting process with theview to ensure accurate timely and proper disclosures and transparency integrity andquality of financial reporting.

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 4 1
$Mr. Mitkumar Dipakkumar Shah Chairman Non-Executive-Independent Director 4 3
Ms. Vaishnavi Prajapati Member Non-Executive- Independent Director 4 4
Mrs. Chetna R Shah Member Non-Executive Director 4 4

& Mr. Dilipkumar has been resigned as an Independent Director from the Board w.e.f.10th August 2019.

$ Mr. Mitkumar Dipakkumar Shah has been appointed as an Independent Director w.e.f. 10thAugust 2019.

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 and credible.

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated parties.

• Scrutiny of inter-corporate loans and investments

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

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

• Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow upthere on.

Nomination and Remuneration Committee:

In compliance with the provisions of Section 178 of the Companies Act 2013 andregulation 19 of the Listing Regulations 2015 the Board has constituted a"Nomination and Remuneration Committee" (NRC).

The Nomination and Remuneration Committee as a committee of the Board has beenconstituted mainly to determine and recommend to Board the Companys' policies onremuneration packages for Executive and Non-Executive Directors and policies on Nominationfor Appointment of Director Key Managerial Personnel and Senior Management Personnel.

The composition of the Nomination and Remuneration Committee and details of meetingsattended by the members of 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 2 1
$Mr. Mitkumar Dipakkumar Shah Chairman Non-Executive-Independent Director 2 1
Ms. Vaishnavi Prajapati Member Non-Executive- Independent Director 2 2
Mrs. Chetna R Shah Member Non-Executive Director 2 2

& Mr. Dilipkumar has been resigned as an Independent Director from the Board w.e.f.10th August 2019.

$ Mr. Mitkumar Dipakkumar Shah has been appointed as an Independent Director w.e.f. 10thAugust 2019.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications positiveattributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

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 - D".

Stakeholder's Relationship Committee:

In compliance with the provisions of Section 178 of the Companies Act 2013 andregulation 20 of the Listing Regulations the Board has formed a "Stakeholders'Grievances and Relationship Committee".

The composition of the Stakeholder's Relationship Committee and details of meetingsattended by the members of 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 2 1
$Mr. Mitkumar Dipakkumar Shah Chairman Non-Executive- Independent Director 2 1
Ms. Vaishnavi Prajapati Member Non-Executive- Independent Director 2 2
Mrs. Chetna R Shah Member Non-Executive Director 2 2

& Mr. Dilipkumar Shah has been resigned as an Independent Director from the Boardw.e.f. 10th August 2019.

$ Mr. Mitkumar Dipakkumar Shah has been appointed as an Independent Director w.e.f. 10thAugust 2019.

Independent Directors' Meeting

During the year under review a separate meeting of Independent Directors was held on19 March 2020 inter alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary to effectively and reasonably perform itsduties.

All the Independent Directors were present at the meeting.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has formulated and adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

The Company always endeavours to create and provide an environment to its employees andexternal individuals engaged with the Company that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy onprevention of sexual harassment at workplace. The policy aims at prevention of harassmentof employees as well as contractors and lays down the guidelines for identificationreporting and prevention of sexual harassment.

During the year under review there were no incidences of sexual harassment reportedand received.

26. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code. The Board has appointedMr. Jagdish Kanzariya Compliance officer under the code.

27. 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 has beenestablished.

28. 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 of theCompany.

29. CORPORATE GOVERNANCE

During the financial year under review paid up capital of the company is less than Rs.10 Crore hence Regulation related to Corporate Governance under SEBI (Listing Obligationand Disclosures requirement) Regulation 2015 is not applicable to our Company.

30. 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.

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.

Place: Ahmedabad By order of Board of Directors
Date: 03.09.2020

.