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Shubhlaxmi Jewel Art Ltd.

BSE: 535125 Sector: Others
NSE: SHUBHLAXMI ISIN Code: INE01Z401013
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Shubhlaxmi Jewel Art Ltd. (SHUBHLAXMI) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 01st Board's Report of ShubhlaxmiJewel Art Limited along with the Audited Financial Statements for the year ended on March31 2019.

1. FINANCIAL RESULTS:

The financial performance of your Company for the Financial Year ended on March 312019 is given below:

(Amount in Indian Rupees)

The brief financial results are as under F Y 2018-19
Revenue from operations 515126733
ADD: Other Income 57476
Total Revenue (A) 515184209
EXPENSES
Employee benefit expenses 7714860
Finance Cost 7509996
Depreciation 3336014
Other Expenses 19426913
TOTAL EXPENSES (B) 501619460
Profit before Tax (A)-(B) 13564749
LESS: TAX EXPENSES 3525000
Profit after tax 10039749
Earnings Per Share 1.50

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has reported total Income of Rs. 515184209/- for the Financial Yearended March 31 2019 and the net profit after tax for the year under review amounted toRs. 10039749/- in the current year.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There were no changes in the nature of business of your Company during the year underreview.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of 'Extract of Annual Return' in Form MGT-9 as required underSection 92(3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 is included in this report as Annexure- A and forms anintegral part of this report.

5. BOARD MEETINGS AND ATTENDENCE:

The Directors of your Company met at regular intervals with the gap between twomeetings not exceeding 120 days to review Company's policies and strategies apart from theBoard matters. The notices of the meeting were given in advance. Additional meetings wereheld on the basis of the requirements of the Company. Proper quorum was present in eachmeeting as per the Company's Act requirement.

6. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanationsobtained by them your directors make the following statement in term of Section 134(3)(c)of the Companies Act 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed and there are no materialdepartures for 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 true andfair view of the state of affairs of the Company as on March 31 2019 and of the profitsof the Company for the year ended on that date.

c) Directors have taken proper and sufficient care 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) Directors have prepared the annual accounts on a going concern basis.

e) Directors have devised proper systems to ensure compliance with the

provisions of all applicable laws and that such system were adequate and

operating effectively.

f) The directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and

operating effectively.

7. DIVIDEND:

In order to conserve the resources of the Company your Directors do not declare anydividend for the financial year 2018-2019.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company has its internal financial control systems commensurate with the size ofits operations the management regularly monitors the safeguarding of its assetsprevention and detection of frauds and errors and the accuracy and completeness of theaccounting records including optimal utilization of resources reliability of itsfinancial information and compliance and timely preparation of reliable financialinformation.

Internal Audit Reports and significant audit observations are brought to the attentionof the Audit Committee of the Company. The internal controls existing in the Company areconsidered to be adequate vis-a-vis the business requirements. Your Company ensuresadequacy commensurate with its current size and business to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance of laws and regulations. It is supported by the internal auditprocess and will be enlarged to be adequate with the growth in the business activity

For more details on internal financial control system and their adequacy kindly referManagement Discussion and Analysis Report.

9. TRANSFER TO RESERVE:

During the year under review Rs. 10039749/- was transferred to Surplus.

10. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purviewof Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposit) Rules 2014; therefore there was no principal or interestoutstanding as on the date of the balance sheet.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review your Company did not invest its fund grant any loan orprovide any guarantee as per the provisions of Section 186 of the Companies Act 2013 andrules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at www.shubhlaxmiltd.in. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no material relatedparty transactions i.e. transactions exceeding 10% of the annual consolidated turnover asper the last audited financial statement were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

13. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY/IES:

Disclosures related to Subsidiary Associate & Joint Venture Company for FinancialYear 2018-19:

? Company does not have any Subsidiary and Joint Venture Company.

? The Associates of the Company are M/s. Jesingbhai Jewellers.

? There was no Company which have become or ceased to be Subsidiary Associate JVsCompany during the year.

? Performance & financial position of the Subsidiary and Joint Venture company/iesare not to be given because such Companies are not existing.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these Financial Statements relateand on the date of this report are as follows:

A. Material Changes during the Financial Year 2018-19 Conversion: TheCompany was incorporated under the Companies Act 2013 on May 02nd 2018 byconversion of a partnership firm M/s. Shubhlaxmi Jewellers and consequently all theassets and the liabilities of the firm were transferred to the Company.

Initial Public Offer: An Initial Public Offer of 2504000 Equity Shares ofRs.10/- each at an issue price of Rs. 26/- per share was made. The Company's equity shareswere listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) witheffect from December 04 2018. The IPO was over-subscribed by 4 times. Initial and AnnualListing fees has been duly paid by the Company to the Exchange.

15. AUDITORS

STATUTORY AUDITORS:

The Company appointed M/s. Sanghavi & Co. Chartered Accountants Bhavnagar asStatutory Auditors of the Company on incorporation of the Company till the conclusion ofthe 1st Annual General Meeting.

Being eligible and on receiving their consent the appointment of M/s Sanghavi &

Co Chartered Accountants as statutory auditors for the period of 5 years from theconclusion of 1st Annual General Meeting till the conclusion of 06th AnnualGeneral Meeting is placed for approval of the shareholders by way of passing specialresolution.

In this regard the Company has received a certificate from the auditors to the effectthat if their appointment is approved it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.

SECRETARIAL AUDITOR

Your Company had appointed M/s Parth Nair & Associates Ahmedabad as SecretarialAuditor for the Financial Year ended March 31 2019 in accordance to the provisions ofSection 204 of Companies Act 2013 read with rules framed thereunder. The SecretarialAudit Report in the Form MR-3 issued by the Secretarial Auditor forms part of this Reportas Annexure - B.

INTERNAL AUDITOR

In accordance to the provisions of Section 138 of the Companies Act 2013 your Companyhas appointed M/s Park & Co. Chartered Accountants Bhavnagar as the InternalAuditors for the Financial Year 2019-20.

BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION RESERVATION OR ADVERSE REMARKS ORDISCLAIMER MADE:

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors or Secretarial Auditors in their reports for the year ended 31st March2019.

During the year there were no instances of frauds reported by auditors under Section143(12) of the Companies Act 2013.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies(Accounts) Rules 2014 of the Companies Act 2013 relating to conservation of energy andtechnology absorption earnings and outgo in foreign exchange during the financial year2018-19 has been stated as under:

A. Conservation of energy-

i. the steps taken or impact on conservation of energy- Your Company appliesstringent control systems to monitor day to day power consumption. It ensures optimalusage of energy and mitigates wastage to the extent possible.

ii. the steps taken by the company for utilising alternate sources of energy - NIL

iii. the capital investment on energy conservation equipment - NIL

B. Technology absorption-Your Company has no activities relating to technologyabsorption. Hence nothing is reported here.

C. Foreign exchange earnings and Outgo: NIL

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no Changes in the Board of Directors of the Company after the listing of theCompany. The Board has been properly constituted as per the requirements of Companies Act2013 and the Board of Directors and Key Managerial Personnel has been summarized in theCorporate Information of the Company forming part of this report.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act2013 that they meet the criteria of the independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

18. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own Performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

19. CORPORATE GOVERNANCE

Since the Company's securities are listed on Emerge SME Platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the compliance with the Corporate Governance provisions as specified in regulations 17 to27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V are not applicable to the Company. Hence Corporate Governance does not formpart of this report.

20. COMMITTEES

The Composition of various Committees of your Company as on date is as below:

Audit Committee

S. Name of the No Director Designation Position in the Committee
1 Bhadreshkumar Dave Independent Director Chairman
2. Rakesh Soni Independent Director Member
3. Ramkrushna bhai Champaneri Independent Director Member
4. Narendrasinh Chauhan Managing Director Member

Nomination and Remuneration Committee

S. Name of the No Director Designation Position in the Committee
1 Bhadreshkumar Dave Independent Director Chairman
2. Rakesh Soni Independent Director Member
3. Snehalben Jani Independent Director Member

Stakeholders Relationship Committee

S. Name of the No Director Designation Position in the Committee
1. Bhadreshkumar Dave Independent Director Chairman
2. Ramkrushna bhai Champaneri Independent Director Member
3. Snehalben Jani Independent Director Member
4. Jitendrakumar Chauhan Wholetime Director Member

21. POLICIES:

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.These are discussed at the meetings of the Board of Directors of the Company. AlthoughBoard is of the opinion that there are no major risks affecting the existence of theCompany.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

Your Company promotes ethical behaviour in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Chairman of the Audit Committee of theCompany or Chairman of the Board. The Whistle Blower Policy has been duly communicatedwithin your Company.

Under the Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices. No personnel havebeen denied access to the Audit Committee in this regard. The Vigil Mechanism and WhistleBlower Policy may be accessed on the Company's website www.shubhlaxmiltd.in.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

Your Company has in place a Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

Your Company did not receive any sexual harassment complaints during the year ended onMarch 31 2019. The policy adopted by the Company for Prevention of Sexual Harassment isavailable on its website at www.shubhlaxmiltd.in.

22. SHARE CAPITAL:

The Authorized share capital of the Company as on 31st March 2019 is Rs.85000000/- divided into 8500000 equity shares of Rs.10/- each.

The Paid-up Share Capital of the Company as on 31st March 2019 was Rs.83040000/- divided into 8304000 Equity Shares of Rs.10/- each fully paid up.

During the year under review the Company issued 42 80 000 Equity Shares of Facevalue of Rs.10/- at a premium of Rs. 30/- by way of Initial Public Offer on NSE EmergePlatform.

23. PARTICULARS OF EMPLOYEES:

The remuneration paid to your Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013.

The information required under section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in accordance to therequirements.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of the Company's performance is made in the Management Discussionand Analysis Report which forms part of this Annual Report.

25. CEO AND CFO CERTIFICATION:

Since your Company's securities are listed on Emerge platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Compliance with CEO and CFO Certification as provided under Subregulation 8 ofRegulation 17 is not applicable. Hence the same does not form part of this report.

26. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in demat mode. The ISIN No. allotted is INE01Z401013.

27. LISTING AND DEPOSITORY FEE:

Your Company has paid Annual Listing Fee for the financial year 2019-20 to NationalStock Exchange of India Ltd. according to the prescribed norms & regulations. Companyhas also paid Annual Custody Fee to National Securities Depository Limited and Issuer Feeto Central Depository Services (India) Limited for the financial year 2019-20

28. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

29. ENVIRONMENT HEALTH AND SAFETY:

The Company considers it is essential to protect the Earth and limited naturalresources as well as the health and well-being of every person. The Company strives toachieve safety health and environmental excellence in all aspects of its businessactivities. Acting responsibly with a focus on safety health and the environment is apart of the Company's DNA.

30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on competence and commitment of its human capitalrecognizing its pivotal role for organizational growth. During the year the Companymaintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown bythe employees throughout the year.

31. FUTURE OUTLOOK:

Jewellery sector is a key driver for the Indian economy. The sector is highlyresponsible for propelling India's overall development and enjoys intense focus fromGovernment for initiating policies that would ensure time-bound creation of world classjewellery business in the country.

Your Company is looking forward to bag new opportunities by increasing its operationalefficiency and adopting latest technologies for better execution.

32. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

? No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

? There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (March 31 2019) and the date of the report.

? During the period under review none of the Auditors of the Company have reported anyfraud as specified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce);

? The Company has complied with Secretarial Standards i.e. SS-1 and SS-2 relating toMeetings of the Board of Directors and General Meetings issued by the Institute ofCompany Secretaries of India

? The Company is not required to maintain cost records as your company does not fallunder the purview of Section 148 of Companies Act 2013.

APRRECIATIONS & ACKNOWLEDGMENT

Your Directors wish to place on record their gratitude to Shareholders for theconfidence reposed by them and thank all the Clients Dealers and other businessassociates for their contribution to your Company's growth. The Directors also wish toplace on record their appreciation of the valuable services rendered by the executivestaff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended bySEBI NSE NSDL CDSL MCA ROC Central Government and Government of various States andother Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors Lawyers andConsultants. We place on record our appreciation for the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support.

The Management is deeply grateful for the confidence and faith that all thestakeholders have reposed in them. Your Directors look forward for their continued supportin the future for the consistent growth of the Company.

For and on behalf of the Board of Directors Shubhlaxmi Jewel Art Limited
Sd/-

Narendrasinh Chauhan

Chairman & Managing Director
DIN 08123747
Date: May 27 2019
Place: Bhavnagar

.