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Sona Hi Sona Jewellers (Gujarat) Ltd.

BSE: 535348 Sector: Consumer
NSE: SONAHISONA ISIN Code: INE06MH01016
BSE 05:30 | 01 Jan Sona Hi Sona Jewellers (Gujarat) Ltd
NSE 05:30 | 01 Jan Sona Hi Sona Jewellers (Gujarat) Ltd

Sona Hi Sona Jewellers (Gujarat) Ltd. (SONAHISONA) - Director Report

Company director report

To

The Members

SONA HI SONA JEWELLERS (GUJARAT) LIMITED

AHMEDABAD

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2021.

FINANCIAL SUMMARY

(in Rs.)

Particulars 2020-21 2019-20
Total Revenue 624553859 943480442
Total Expenditure 622785348 942023338
Profit /(Loss) Before Tax 1768511 1457104
Less: Current Tax (509991) (457911)
Deferred Tax 28087 (156088)
Profit /(Loss) after Taxation 1286607 843106
Balance carried to Balance Sheet 1286607 843106
Earnings Per Share(EPS)
Basic 0.08 0.05
Diluted 0.23 0.12

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2020-21 andperiod subsequent there to have been given hereunder:

• The total revenue of the Company during the financial year 2020-21 was ^624553859 against the total revenue of ^ 943480442 in the previous financial year2019-20.

• The total expenses of the Company during the financial year 2020-21 was^622785348 against the expenses of ^942023338 in the previous financial year 2019-20.

• The Profit after tax is ^ 1286607 for the financial year 2020-21 as compare to^843106 in the previous financial year 2019-20.

• The Directors trust that the shareholders will find the performance of thecompany for financial year 2020-21 to be satisfactory. The Earning per Share (EPS) of thecompany is ^ 0.08 per share.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

RESERVES

The net profit of the company for F.Y 2020-21 is ^1286607. The Board of Director ofCompany has decided not to transfer any amount to the reserves for the year under review.The profit of F.Y. 202021 is transferred to the surplus account.

CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future Company wants to rely on the main businesses ofcompany; there is no change in the nature of the business of the Company during the year.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is ^280000000 (Rupees Twenty Eight Croreonly) divided into 28000000 (Two Crore Eighty lacs) equity shares of ^10 each duringthe year under review.

The Paid up share capital of the Company is ^167853500 (Rupees Sixteen Crore SeventyEight Lakh Fifty Three Thousand Five Hundred) divided into 16785350 (One Crore SixtySeven lakh Eighty Five Thousand Three Hundred Fifty) equity shares of ^10 each during theyear under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material changes and commitments affecting the financial position of thecompany that have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report except for the outbreak ofcorona virus (Covid-19) pandemic globally and in India is causing significant disturbanceand slowdown of economic activity. The company is into the business of jobwork and tradingbusiness of branded gold Jewellery and ornaments. The company has evaluated impact of thispandemic on its business operations. Based on the review and current indicators of futureeconomic conditions as on current date the Company has concluded that the impact ofCovid-19 is material based on these estimates. Due to the nature of pandemic the Companywill continue to monitor developments to identify significant uncertainties in futureperiods if any.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

UTILIZATION OF IPO FUND

The Initial Public Offer fund is utilized for the purpose for which the amount israised as mentioned in the prospectus and there is no deviation or variation in theUtilization of IPO Fund.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of yourCompany. The salient aspects covered in the Nomination and Remuneration Policy coveringthe policy on appointment and remuneration of Directors including criteria for determiningqualifications positive attributes independence of a director and other matters. Thesame has been uploaded on website of the Company www.sonahisona.com.

Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment. The Committee has discretion todecide whether qualification expertise and experience possessed by a person aresufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-TimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-Time Director for a term not exceeding five years at a time. No reappointment shallbe made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a SpecialResolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms of up tomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

(iv) RETIREMENT:

The Directors KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director Whole-Time Director Executive Key ManagerialPersonnel and Senior Management Personnel: The Remuneration/Compensation/ Commission etc.to be paid to Director/Managing Director etc. shall be governed as per provisions of theCompanies Act 2013 and rules made there under or any other enactment for the time beingin force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive IndependentDirector may receive remuneration/ compensation/commission as per the provisions of theCompanies Act 2013. The amount of sitting fees shall be subject to limits as providedunder the Companies Act 2013 and rules made there under or any other enactment for thetime being in force and as may be decided by the Board in consultation with Non-Executive/Independent Director. Provided that Non-Executive Independent Directors are not eligiblefor any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as andwhen it deems necessary. This Policy may be amended or substituted by the Nomination andRemuneration Committee or by the Board as and when required and also by the ComplianceOfficer where there is any statutory changes necessitating the change in the policy.

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board diversity policy which sets out the approach to diversity ofthe Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• As per Provisions of Section 152 of the Companies Act 2013 Mr. Vijay ChinubhaiShah is liable to retire by rotation and is eligible to offer himself for re-appointment.

• During the year under review there was no change in the directorship of theCompany. As on March 31 2021 the Board of Directors comprise of 5 (Five) Directors.

• During the year under review there was no change in the key managerial personelof the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act with respect to Director ResponsibilityStatement the Board of Directors to the best of its knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper 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 of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethere under for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

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

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

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

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the year 2020-21 the Board of Directors met 06 times viz. 04.04.202008.06.2020 25.07.2020 03.09.2020 10.11.2020 05.02.2021.

The interval between any two meetings was well within the maximum allowed gap of 120days.

The Composition of Board of directors and the details of meetings attended by themembers during the year are given below.

Name of Director Category No. of Board Meetings Held & Entitled to Attend No. of Board Meetings Attended
Mr. Vijay Chinubhai Shah Chairman & Managing Director 6 6
Mrs. Alpaben Vijaybhai Shah Wholetime Director 6 6
Mr. Niravbhai Arvindbhai Shah Independent & Non Executive Director 6 5
Mr. Manish Mahendrabhai Jain Independent & Non Executive Director 6 4
Mr. Jugal Rajendrakumar Dave Independent & Non Executive Director 6 4

MEETING OF AUDIT COMMITTEE:

As per provisions of Section 177 of the Companies Act 2013 and applicable provisionsthe Audit Committee was constituted on 17th June 2019. The Audit Committee met4 times during the year 2020-21 i.e. on 04.04.2020 25.07.2020 10.11.2020 and 05.02.2021.

Mr. Manish Mahendrabhai Jain (DIN: 07871644) is the Chairman of Audit Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Manish Mahendrabhai Jain Independent &Non- Executive Director 4 3
Mr. Niravbhai Arvindbhai Shah Independent &Non- Executive Director 4 3
Mr. Jugal Rajendrakumar Dave Independent &Non- Executive Director 4 3

MEETING OF NOMINATION AND REMUNERATION COMMITTEE

As per provisions of Section 178 of the Companies Act 2013 and applicable provisionsthe Nomination and Remuneration Committee was constituted on 17th June 2019.The Nomination and Remuneration Committee met 2 times during the year 2020-21 i.e. on03.09.2020 and 05.02.2021.

Mr. Jugal Rajendrakumar Dave (DIN: 07895716) is the Chairman of Nomination andRemuneration Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Jugal Rajendrakumar Dave Independent &Non- Executive Director 2 2
Mr. Niravbhai Arvindbhai Shah Independent &Non- Executive Director 2 2
Mr. Manish Mahendrabhai Jain Independent &Non- Executive Director 2 1

MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

As per provisions of Section 178 of the Companies Act 2013 and applicable provisionsthe Stakeholder Relationship Committee was constituted on 17th June 2019. TheStakeholder Relationship Committee met 2 times during the year 2020-21 i.e. on 25.07.2020and 10.11.2020.

Mr. Niravbhai Arvindbhai Shah (DIN: 07868247) is the Chairman of StakeholderRelationship Committee

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Niravbhai Arvindbhai Shah Independent &Non- Executive Director 2 2
Mr. Jugal Rajendrakumar Dave Independent &Non- Executive Director 2 2
Mr. Manish Mahendrabhai Jain Independent &Non- Executive Director 2 1

MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met 1 time during the year on 05.02.2021 as perRegulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. Niravbhai Arvindbhai Shah (DIN: 07868247) is the Chairman of Independent DirectorsMeeting.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Niravbhai Arvindbhai Shah Independent &Non- Executive Director 1 1
Mr. Jugal Rajendrakumar Dave Independent &Non- Executive Director 1 1
Mr. Manish Mahendrabhai Jain Independent &Non- Executive Director 1 1

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017. In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors. The Board and theNomination and Remuneration Committee reviewed the performance of individual directors onthe basis of criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In the board meeting that followedthe meeting of the independent directors and meeting of Nomination and RemunerationCommittee the performance of the board its committees and individual directors was alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed under Section 149(6) of Companies Act 2013 read with the Schedules andRules issued there under as well as under Regulation 16(b) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Company'sShares. The Insider trading policy of the Company covering the code of practices andprocedures for fair Disclosures of unpublished price sensitive information and code ofconduct for the prevention of Insider Trading is available on the websitewww.sonahisona.com.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational compliance andreporting objectives. The Company has adequate policies and procedures in place for itscurrent size as well as the future growing needs. These policies and procedures play apivotal role in the deployment of the internal controls. They are regularly reviewed toensure both relevance and comprehensiveness and compliance is ingrained into themanagement review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Auditteam. Suggestions to further strengthen the process are shared with the process owners andchanges are suitably made. Significant findings along with management response and statusof action plans are also periodically shared with and reviewed by the Audit Committee. Itensures adequate internal financial control exist in design and operation.

M/s. Dipesh Chokshi & Co. Chartered Accountants Ahmedabad (ICAI Firm RegistrationNo. 114533W) is the internal auditor of the Company who conducts Internal audit andsubmit half yearly/yearly reports to the Audit Committee. The Internal Audit is processedto designed to review the adequacy of internal control checks in the system and covers allsignificant areas of the Company's operations. The Audit Committee reviews theeffectiveness of the Company's internal control system.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with itsactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable Financial disclosures.

DETAILS OF HOLDING SUBSIDIARY AND ASSOCIATES

The Company does not have any holding subsidiary and associate Company during theperiod of Reporting.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed there under theextract of the annual return for FY 2020-21 is given in "Annexure II" which is apart of this report in the prescribed Form No. MGT-9 which is a part of this report. Thesame is available on the company website www.sonahisona.com

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2020-2021.

PARTICULARS OF EMPLOYEES:

During the year under review there was no employee who has drawn remuneration inexcess of the limits set out under section 197 (12) of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and Disclosures pertaining to remuneration and other details as required underSection 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as "Annexure V".

SEXUAL HARASSMENT:

The Company has complied with the provisions relating to the Constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. There was no case filed or registered with theCommittee during the year under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Further Company ensures that there is a healthyand safe environment for every women employee at the workplace and made the necessarypolicies for safe and secure environment for women employee.

DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with IndiaAccounting Standards ("Ind AS") notified under section 133 of Companies Act2013 read along with Companies (Indian Accounting Standards) Rules 2015 as amended andother relevant provisions of the Act.

RISK MANAGEMENT

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources. The Company through its risk management processaims to contain the risks within its appetite. There are no risks which in the opinion ofthe Board threaten the existence of the Company.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet as per section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013from the part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large. Your Directors draw yourattention to related parties' transactions entered as per section 188 of the companiesduring the year as are detailed in Annexure-IV attached to this report.

VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateAvenues to the employees to bring to the attention of the management the concerns aboutany unethical behaviour by using the mechanism provided in the Policy. In cases relatedto financial irregularities including fraud or suspected fraud the employees maydirectly approach the Chairman of the Audit Committee of the Company. We confirm that nodirector or employee has been denied access to the Audit Committee during F.Y. 2020-21.

The Policy provides that no adverse action shall be taken or recommended against anyemployee in retaliation to his/her disclosure if any in good faith of any unethical andimproper practices or alleged wrongful conduct. This Policy protects such employees fromunfair or prejudicial treatment by anyone in the Company. The same is available on theCompany's Web www.sonahisona.com.

AUDITORS:

1. STATUTORY AUDITORS:

M/s. J S Shah & Co. was appointed as the statutory auditor in the board meetingdated 08.06.2020 subject to approval of shareholders in 11th Annual GeneralMeeting till the conclusion of 15th Annual General Meeting of the company. Asrequired under Regulation 33(d) of SEBI(LODR) Regulations 2015 the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. Disha Barot & Associates (CP. No. 20409) Practicing CompanySecretary Ahmedabad as Secretarial Auditor of the Company to conduct the SecretarialAudit as per the provisions of the said Act for the Financial Year 2020-21.

A Secretarial Audit Report for the Financial Year 2020-21 is annexed herewith asAnnexure-III in Form MR-3. There are no adverse observations in the Secretarial AuditReport which call for explanation.

3. INTERNAL AUDITOR

The Board of directors has appointed M/s. Dipesh Chokshi & Co. CharteredAccountants Ahmedabad as the internal auditor of the company. The Internal Auditorconducts the internal audit of the functions and operations of the Company and reports tothe Audit Committee and Board from time to time.

4. COST AUDITORS AND THEIR REPORT:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to maintain / audit the cost records of the company for cost audit report.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications reservations or adverse remarks made by Statutory AuditorsM/s J S Shah & Co. (FRN: 132059W) Chartered Accountants Ahmedabad in the Auditor'sreport and by Secretarial Auditors M/s. Disha Barot & Associates AhmedabadPracticing Company Secretary in their Secretarial Audit Report for the Financial Yearended March 31 2021.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory nor the Secretarial Auditors hasreported to the Audit Committee under Section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which would need to be mentioned in the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis of the Company for the yearunder review is presented in a separate section forming the part of the Annual Report isattached here with as Annexure I.

DEMATERIALISATION OF SHARES:

During the year under review all the equity shares were dematerialized throughdepositories viz. National Securities Depository Limited and Central Depository Services(India) Limited which represents 100% of the total paid-up capital of the Company. TheCompany ISIN No. is INE06MH01016 and Registrar and Share Transfer Agent is Link IntimeIndia Pvt. Ltd.

DIRECTOR REMUNERATION AND SITTING FEES:

Member's attention is drawn to Financial Statements wherein the disclosure ofremuneration paid to Directors is given during the year 2020-21. No Sitting fees have beenpaid to the Non-executive directors and Independent Directors. The Nomination andremuneration policy is available on the website of the company at www.sonahisona.com.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as information by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Companies Act 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2020-21 under review the Company has received Form DIR-8 fromall Directors as required under the provisions of Section 164(2) of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 thatnone of the Directors of your Company is disqualified; to hold office as directordisqualified as per provision of Section 164(2) of the Companies Act 2013 and debarredfrom holding the office of a Director pursuant to any order of the SEBI or any suchauthority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on thesubject "Enforcement of SEBI orders regarding appointment of Directors by ListedCompanies".

The Directors of the Company have made necessary disclosures as required under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

SECRETARIAL STANDARD:

Your Directors states that they have devised proper systems to ensure compliance withthe Secretarial Standards and that such system are adequate and operating effectively.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redresssystem. The salient features of this system are centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by the concerned companies and online viewingby investors of actions taken on the complaint and its current status. Your Company hasbeen registered on SCORES and makes every effort to resolve all investor complaintsreceived through SCORES or otherwise within the statutory time limit from the receipt ofthe complaint. The Company has not received any complaint on the SCORES during financialyear 2020-21.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2020-21 there were no complaints or queries received fromthe shareholders of the Company. Company Secretary acts as the Compliance Officer of theCompany is responsible for complying with the provisions of the Listing Regulationsrequirements of securities laws and SEBI Insider Trading Regulations. The Investor can besent their query at cs@sonahisona.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo areunder:

CONSERVATION OF ENERGY:

Energy conservation is very important for the company and therefore energy conservationmeasures are undertaken wherever practicable in its plant and attached facilities. TheCompany is making every effort to ensure the optimal use of energy avoid waste andconserve energy by using energy efficient equipment's with latest technologies.

Particulars F.Y. 2020-21 (Amount in Rs.)
Fuels Rs. 105797
Power /electricity Rs. 23990

TECHNOLOGY ABSORPTION:

Your Company firmly believes that adoption and use of technology is a fundamentalbusiness requirement for carrying out business effectively and efficiently. While theindustry is labour intensive we believe that mechanization of development throughtechnological innovations is the way to address the huge demand supply gap in theindustry. We are constantly upgrading our technology to reduce costs and achieve economiesof scale. Innovation and focus of continuously launching a new offering drivedifferentiation and creating value has become a norm for the Industry Thus a robust focuson developing new features and technology solutions to capture the consumer's imaginationand fuel the desire for enhanced experiences continues to be critical for Organizations.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and out flow during the period under review as follows:

Particulars 2020-21 2019-20
Total foreign exchange outgo - -
Total foreign exchange inflow - -

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting the industrialrelations were cordial.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of thevaluable contribution and dedication shown by the employees of the Company RTA Auditorsand Practicing Company Secretary which have contributed to the successful management ofthe Company's affairs.

The Directors also take this opportunity to thank all the stakeholders InvestorsClients Banks Government Regulatory Authorities and Stock Exchange for their continuedsupport.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic

Date: 06/08/2021 By the order of Board of Directors
Place: Ahmedabad Sona Hi Sona Jewellers (Gujarat) Limited
Registered office:
7 Millenium Plaza Opp. Swaminarayan SD/-
Mandir Mansi Cross Road Vastrapur Falak B. Patel
Ahmedabad - 380015 Company Secretary

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