The Members of
Radhika Jeweltech Limited
The Directors of your company present the 3rd Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the FinancialYear ended on 31st March 2019.
|Particulars ||2018-2019 (Amt. in Rs.) ||2017-2018 (Amt. in Rs.) |
|1 Sales and Other Operating Income ||1763508264.00 ||2427264781.00 |
|2 Less: Total Expenses ||1610830429.00 ||2226813835.00 |
|3 Profit before Exceptional & Extraordinary items ||152677835.00 ||200450946.00 |
|4 Exceptional item ||0 ||0 |
|5 Profit before Tax (PBT) ||152677835.00 ||200450946.00 |
|Less: Tax Expenses: || || |
|6 1) Current Tax ||68632238.00 ||83980304.00 |
|2) Deferred Tax ||(64894.00) ||(1042508.00) |
|7 Profit After Tax (PAT) ||84110491.00 ||117513150.00 |
|8 Net Profit carried to Balance Sheet ||84110491.00 ||117513150.00 |
The revenue from operations of the company for the year ended March 312019 was Rs.173.05 Crore as compared to Rs. 239.62 Crore and Net profit after tax was Rs. 8.41 Croreas compared to Rs. 11.75 Crore during the year under report.
No amount is appropriated from Profit & Loss Account and transferred to any reserveaccount.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
No dividend has been declared during the year 2018-19. However The Board of Directorsin its meeting held on July 15 2019 had declared payment of interim dividend of Rs.0.50/-per Equity Share (@ 5 %) on 23600000 Equity Shares of the Company of face value of Rs.10/- each fully paid-up aggregating to Rs.11800000/- Interim dividend was paid to theshareholders as per their shareholding in the Company as on July 23 2019 (Record Date).
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary Joint venture or Associate Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2019 forms part of thisreport as "Annexure-A"
The Company has not accepted any deposit from the public within the meaning of chapterV of the Companies Act 2013 and rules framed there under.
DIRECTORS AND KMP:
As per the provisions of the Companies Act 2013 Hareshbhai Zinzuwadia Whole-timeDirector (DIN: 07505968) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends the reappointmentof Hareshbhai Zinzuwadia as Whole-time Director of the company.
Declaration by Independent Director
Independent Director have given necessary declaration under Section 149(7) of theCompanies Act 2013 and as per the said declarations they meet the criteria ofIndependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Key Managerial Personnel
Mr. Vipul Dhirendralal Parmar has been appointed as Chief Financial Officer of theCompany at Board Meeting held on 30th March 2019. Ms. Pooja Sejpal has resigned asCompany Secretary and Compliance officer of the Company w.e.f. 31st May 2019 and Thecompany has appointed Darshit Zinzuwadia Whole Time Directors of the Company asCompliance officer until the appointment of another Company Secretary.
COMMITTEES OF THE BOARD:
The Company has constituted various committees. Following committees has beenestablished as a part of the best corporate governance practices and are in compliancewith the requirements of the relevant provisions of Companies Act 2013 and SEBI (LODR)Regulation 2015:
1) Audit Committee
2) Shareholder and Investor Grievance Committee
3) Nomination and Remuneration Committee
4) Corporate Social Responsibility Committee
A detailed note on the board and its committees is provided in the Corporate GovernanceReport forming part of this Annual Report.
Pursuant to the section 134 (p) of Companies Act 2013 read with Rule 8 (4) ofCompanies Accounts Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the BoardCommittees.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremunerations provided in Section 178(3) of the Companies Act 2013 The RemunerationPolicy is stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY:
In today's economic environment Risk management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risk for the business. Company's risk management isembedded in the business processes and thereby reduces the risk to its possible extent.
The Board periodically reviews the operations of the Company and identifies the risk /potential risk if any to the Company and implement the necessary course of action(s)which the Board deems fit in the best interest of the Company.
Further almost all the business operations are being carried out directly under thesupervision and control of the Managing Director leaving no scope of any fraud orirregularities.
During the year under review Ten Board Meetings were convened and held. and Five AuditCommittee meeting were convened and held. The details of which are given in the CorporateGovernance Report which forms a part of this Annual Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
(A) Statutory Auditors
Hersh S. Jani Proprietor of M/s. H. S. Jani And Associates Chartered AccountantsAhmedabad (Firm Reg. No. 127515W) was appointed as Statutory Auditors of the Company for aperiod of 5 years pursuant to Section 139 of the Companies Act 2013 at Annual GeneralMeeting held on 29/09/2017 to hold office upto the conclusion of 6th AGM of the Company tobe held in the year 2022 subject to ratification by the Members at every AGM heldthereafter. The Company has received a certificate from the said Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of theCompanies Act 2013.
Ministry of Corporate Affairs vide the Companies (Amendment) Act 2017 notified on May7 2018 amended Section 139 of the Act which had done away with the requirement of seekingratification of Members for appointment of Auditors at every AGM. Accordingly noResolution is being proposed for ratification of appointment of Statutory Auditors at theensuing AGM.
Further the report of the Statutory Auditors along with the notes on the FinancialStatements is enclosed to this Report. The Auditors' Reports do not contain anyqualification reservation adverse remarks or disclaimer. The observations made in theAuditors' Report are selfexplanatory and therefore do not call for any further comments.
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed thereunder.
(B) Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 The Board has appointed Sandip V.Naidyapara of S. V. Nadiyapara and Co. Practising Company Secretary Rajkot to conductSecretarial Audit for the financial year 2018-19. The Company provided all assistance andfacilities to the Secretarial Auditor for conducting their audit. The Secretarial AuditReport for the financial year ended March 312019 is annexed herewith marked as Annexure Bto this Report.
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not made any transactions as stated in Section 186 of the CompaniesAct 2013 and hence the details are not applicable to the company.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Companies Act 2013. The reporton Corporate Governance as stipulated under Companies Act 2013 forms part of this AnnualReport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board and Audit committee.
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 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC -2 annexed as Annexure C with this report. Your Company's Policy on relatedParty Transactions as adopted by the Board can be accessed on the company's website.
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 per-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
The Board is responsible for implementation of the Code. All Board of Directors and thedesignated employees have confirmed compliance with the Code.
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:
This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Company has in respect of the financial yearended 31st March 2019 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act2013 read with Companies (Meetings of Board And Its Powers) Rule 2014 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy to provide a mechanism to its directors employees andother stakeholders to raise concerns violation of legal or regulatory requirementsmisrepresentation of any financial statement and to report actual or suspected fraud orviolation of the Code of Conduct of the Company.
DISCLOSURE UNDER WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
ENVIRONMENT HEALTH AND SAFETY:
The Company is conscious of the importance of environmentally clean & safeoperations. The Company's policy requires conduct of operation in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
Relations with the Company's employees continue to be cordial. The Company has a goodtrack record of harmonious relations with employees and all stake holders
PARTICULARS OF EMPLOYEES:
The information pertaining to Section 197(12) read with Rule 5(1) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure D
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility Committee (CSR Committee) of the Company has beenformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-E of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014.
Further to comply with the requirements of the Corporate Social Responsibility CSR) asper section 135 of the Companies Act 2013 the Company has also spent towards CorporateSocial Responsibility activities and contributed an amount of Rs. 1113080/- to theCharitable Institutions which are for the purpose of accomplishment of its objects. TheCompany was required to spend an amount of Rs. 3206797/- being 2% of the average netprofit of the immediately preceding financial year towards CSR activities as per theprovisions of section 135 of the Act. The Company could not spend the amount f 2093717/-which is required to be spent as a part of Corporate Social Responsibility (CSR).
The company considers social responsibility as an integral part of its businessactivities and endeavors to utilize allocable CSR budget for the benefit of society. TheCSR initiatives company are on the focus areas approved by the Board benefitting thecommunity. However the company has just embarked on the journey of ascertained CSRprograms. For this reason during the year the Company's spend on the CSR activities hasbeen less than the limits prescribed under Companies Act 2013. The CSR activities arescalable with few new initiatives that may be considered in future and moving forward theCompany will endeavor to spend the complete amount on CSR activities in accordance withthe statutory requirements.
The Board of Directors assures that they would initiate all necessary actions forspending CSR amount as stipulated by the Companies Act 2013 on qualifying activities.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
Part (A) & (B) pertaining to conservation of energy and technologyabsorption are not applicable to your Company.
(C) Foreign exchange earnings and Outgo:
The company has neither earned nor outgo of foreign exchange.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments which has occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 as at March 31 2019 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|Date: 30th May 2019 ||For and on behalf of the Board of Directors |
|Place: Rajkot. ||Radhika Jeweltech Limited |
| ||Sd/- |
| ||Ashokkumar M. Zinzuwadia |
| ||Managing Director |
| ||(DIN No: 07505964) |