To, The Members,
DIVINE HIRA JEWELLERS LIMITED
Your directors have pleasure in presenting the third (3rd) Annual Report on the
business operation of your Company together with the Audited Financial Statements and the
Auditor's Report thereon for the financial year ended March 31, 2025.
This Report is in accordance with the applicable provision of the Companies Act, 2013
("the Act") the rules thereunder and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") applicable to companies listed on the SME Platform, as amended from
time to time.
1. FINANCIAL RESULTS
The Financial Performance of the Company for Financial Year 2023-24 and 2024-25 is
summarized as below:
| Particulars |
Year ended 31st March 2025 |
Year ended 31st March 2024 |
| Revenue of operation |
35,880.52 |
18,325.61 |
| Other income |
16.43 |
15.44 |
| Total Revenue |
35,896.94 |
18,341.05 |
| Total expenditure |
35,154.35 |
18,143.04 |
| Profit before tax |
742.60 |
198.00 |
| Current Tax |
186.16 |
49.42 |
| Tax expenses for earlier years |
- |
(0.14) |
| Deferred Tax |
0.89 |
0.41 |
| Tax expenses |
187.05 |
49.69 |
| Net Profit aftertax |
555.55 |
148.31 |
| Basic and diluted earnings per share |
5.79 |
2.03 |
2. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OFTHE COMPANY
During the Financial Year 2024-2025, the Company recorded total revenue of Rs.
3,58,96,94,954.53/- (Three Flundred Fifty-Eight Crore Ninety-Six Lakh Ninety-Four Thousand
Nine Hundred Fifty-Four Rupees and Fifty Three paisa Only) as compared to the total
revenue of Rs 1,83,41,05,255.83/- (One Hundred Eighty-Three Crore Forty-One Lakh Five
Thousand Two Hundred Fifty Five Rupees and Eighty-Three Paisa Only) in the previous year.
The Company recorded a Net Profit of Rs. 5,55,54,740.92/- (Five Crore Fifty-Five Lakh
Fifty-Four Thousand Seven Hundred Forty Rupees and Ninety-Two Paisa Only) as compared to
the Net Profit of Rs. 1,48,31,125.74/- (One Crore Forty-Eight Lakh Thirty-One Thousand One
Hundred Twenty-Five Rupees and Seventy Four Paisa Only) in the previous year.
3. STATE OF COMPANY AFFAIR
Our Company is engaged in the trades or business of manufacturing, making, buying and
selling in ornaments, articles, bar, coins and jewelry of all kinds in Gold and Silver. In
continuation of the strategy to focus on market percolation in all the major cities while
delivering customer satisfaction and diverse portfolio of product, your Company will
continue to explore growth opportunities and increase its customer base in India. Your
directors are optimistic about your Company's robust growth in the financial year
2024-2025 in view of the booming business of the Company.
A. CHANGE IN THE NATURE OF BUSINESS
There were no significant material changes and commitments that have occurred.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount lying with regard to unpaid and unclaimed dividend of earlier years
which was required to be transferred or is due to be transferred to the Investor Education
and Protection Fund (IEPF) during the financial year 2024-25, in terms of the applicable
provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (‘IEPF Rules'), as amended time to time.
There were no shares on which were required to be transferred or is due to be
transferred to the IEPF, during the FY 2024-25.
6.INITIAL PUBLIC OFFER AND LISTING OF SHARES OFTHE COMPANY
The Shares of the Company were listed on National Stock Exchange SME platform, on March
24, 2025. The Company has paid the annual listing fee for the financial year 2024-2025.
The Equity Shares of the Company has the electronic connectivity under I SI N No.
INE0NA501011.
Depositories
Your Company has arrangements with National Securities Depository Limited (‘NSDL')
and Central Depository Services (India) Limited (‘CDSL'), the Depositories, for
facilitating the members to trade in the fully paid-up equity shares of the Company in
Dematerialized form. The Annual Custody fees for the FY 2023-24 has been paid to both the
Depositories.
7. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
During the year under review, the company has come up with Initial Public Offer of
35,37,600 (Thirty-Five Lakh Thirty-Seven Thousand and Six Flundred only) Equity shares of
Rs. 10/- each at issue price of Rs. 90/- per Equity share, including a premium of Rs. 80/-
per equity share aggregating to Rs. 3183.84 Lakhs. Pursuant to Regulation 32(1)(a) and
32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company hereby states that: - There has been no deviation or variation in the
utilization of the public issue proceeds from the objects stated in the prospectus dated
March 6, 2025.
8. CAPITAL STRUCTURE
A. AUTHORISED SHARE CAPITAL Increase in Authorized Share Capital:
The company has increased its authorized share capital from Rs.11,00,00,000/- (Rupees
Eleven CroreOnly) divided into 1,10,00,000 (One CroreTen Lakh) equity shares of Rs. 10
each to 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty
Lakh) equity shares of Rs. 10 each.
B. PAID UP CAPITAL
The Company has issued shares during the year under review in the following manner:
| No of Shares |
Date of Allotment |
Type of Issue |
| 2194500 |
15.06.2024 |
Bonus Issue |
| 3537600 |
20.03.2025 |
Public Issue |
The Issued, Subscribed and Paid-up capital is Rs. 13,04,71,000/- (Rupees Thirteen Crore
Four Lakh Seventy-One Thousand) divided into 1,30,47,100 (One Crore Thirty Lakh
Forty-Seven Thousand and One Hundred) equity shares of Rs. 10/-
The details transaction undertaken by company, during the year under review, provided
below:
Further, disclosure of issue of equity shares includes the following:
1) Bonus Issued
| Date of issue and allotment; |
Date of Issue - 30/05/2024 Date of Allotment-15/06/2024 |
| Method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential
issue, private placement, conversion of securities etc.) |
Bonus Issue |
| Issue price; |
Bonus Issue: Rs. 10 |
| Conversion price; |
N.A |
| Number of shares allotted or to be allotted in case the right or option is exercised
by all the holders of such securities |
21,94,500 |
| Number of shares or securities allotted to the promoter group including shares
represented by depository receipts); |
21,88,800 |
| In case, shares or securities are issued for consideration other than cash, a
confirmation that price was determined on the valuation report of a registered valuer |
Not Applicable |
2) Initial Public Offer
| Date of issue and allotment; |
Date of Issue - 29/07/2024 Date of Allotment - 20/03/2025 |
| Method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential
issue, private placement, conversion of securities etc.) |
Initial Public Offer |
| Issue price; |
Rs. 90 |
| Conversion price; |
N.A |
| Number of shares allotted or to be allotted in case the right or option is exercised
by all the holders of such securities; |
35,37,600 |
| Number of shares or securities allotted to the promoter group including shares
represented by depository receipts); |
94,84,800 |
| In case, shares or securities are issued for consideration other than cash, a
confirmation that price was determined on the valuation report of a registered valuer |
Not Applicable |
9. DIVIDEND
The Board does not recommend any dividend on Equity Shares for the financial year ended
March 31, 2025.
10. RESERVES
No Amount has been transferred to General Reserve.
11. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
During the year under review, no company has become or ceases to become subsidiary,
joint venture or associates of companies.
12. REGISTRAR AND SHARE TRANSFER AGENT
To provide services to the Shareholders, the Company has appointed Bigshare Services
Private Limited having it's, office at OfficeNo S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, as Registrar
and Transfer Agent (RTA) & ShareTransfer Agent (STA) of the Company.
13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The following are the Directors and KMP of the Company as on the financial year ended
March 31, 2025
| Sr. No Name of the Director |
DIN |
Designation |
| 1 Niraj Hirachand Gulecha |
09238372 |
Whole Time Director |
| 2 Hirachand Pukhraj Gulecha |
09677562 |
Managing Director |
| 3 Khushbu Niraj Gulecha |
09677573 |
Director |
| 4 Manoj Premkumar Bohra |
07915840 |
Independent Director |
| 5 Hiram Zubair Shaikh |
07930501 |
Independent Director |
| 6 Ganesh Bhanudas Bhayde |
CFFPB9700L |
CFO |
| 7 Jai Dilip Shrimankar |
CMIPS5563E |
CS |
During the year under review and as on date of this report the following officials were
appointed/resigned or redesignated:
| Name |
Designation |
Appointment/ Resignation |
Date of Appointment/ Resignation |
| Ganesh Bhanudas Bhayde |
Director |
Resignation |
19/07/2024 |
| Heena Dhiraj Rathod |
Director |
Resignation |
19/07/2024 |
| Ganesh Bhanudas Bhayde |
CFO |
Appointment |
21/10/2024 |
| Jai Dilip Shrimankar |
Company Secretary |
Appointment |
19/07/2024 |
| Manoj Premkumar Bohra |
Independent Director |
Appointment |
17/07/2024 |
| Hiram Zubair Shaikh |
Independent Director |
Appointment |
10/06/2024 |
| Hirachand Pukhraj Gulecha |
MD |
Appointment |
01/06/2024 |
| Niraj Hirachand Gulecha |
CFO |
Resignation |
21/10/2024 |
14. DECLARATION FROM INDEPENDENT DIRECTOR
The company has received necessary declarations from all the Independent Directors of
the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet
the criteria of independence as laid down in Section 149(6) of the said Act and Regulation
16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"). There has been no change in the circumstances
affecting their status as an Independent Director during the year.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Companies Act, 2013 and the Company's Code of Conduct.
The Board of Directors is of the opinion that all the Independent Directors possess
requisite qualifications, experience and expertise in industry knowledge and corporate
governance and they hold highest standards of integrity.
The terms and conditions of appointment of Independent Directors are as per Schedule IV
of the Act. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs, Manesar (‘MCA').
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVEMMENT.
No fraud was reported by the Auditors under sub-section 12 of Section 143 of the
Companies Act, 2013 read with the Rules made there under.
16. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to enjoy cordial relationship with all its personnel at its
Plants, Offices and on the field. Your company is organizing training programmes wherever
required for the employees concerned to improve their skill. They are also encouraged to
participate in the seminars organised by the external agencies related to the areas of
their operations. Your company continues to focus on attracting and retaining competent
personnel and providing a holistic environment where they get opportunities to grow and
realize their full potential. Your company is committed to providing all its employees
with a healthy and safe work environment.
17. FUTURE OUTLOOK, RISK MANAGEMENT SYSTEM AND INTERNAL CONTROL AND ITS ADEQUACY
Details relating to future outlook, risk management system and internal control and its
adequacy have been given in detail in the Management Discussion and Analysis Report, which
is part of the Directors Report. The Company has an adequate Internal Financial Control
System, commensurate with the size, scale and complexity of its operations.
The company has a suitable risk management policy to identify and mitigate risks. This
Policy, inter-alia, includes identification of various elements of risk, including those
which, in the opinion of the Board, may threaten the existence of the Company.
18. REPORTOF AUDITORS
During the Financial Year under review, there are no qualifications, adverse remarks or
disclaimers made by the Statutory Auditor on the financial statements of the Company and
by the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as Annexure
II. There are no cases of fraud detected and reported by the Auditor under Section
143(12) during the Financial Year
I. Statutory Auditor: M/s Muchhal & Gupta, Chartered Accountants (Firm Registration
No. 004423C) have been appointed as Statutory Auditors at the Annual General meeting of
the Company held on September 30, 2023, for the term of 5 consecutive years from financial
year: 2023-2024 till financial year: 2027-2028.
II. Cost Auditor: The Company is not required to appoint a Cost Auditor as per the
provisions of Section 148 of the Companies Act, 2013.
III. Internal Auditor: The provisions of Section 138(1) of Companies Act, 2013 are now
applicable to the Company and the Company has appointed M/s K.A Mehta & Associates,
Chartered Accountants, to carry out an Internal Audit for the Financial Year 2024-25, in
its meeting of Board of Directors held on March 10, 2025.
19. SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, made thereunder, mandate the company to
have a Company Secretary in practice for furnishing a secretarial audit report;
accordingly, we have appointed the Secretarial Auditor of the Company.
The Board of Directors of your Company have appointed M/s Jain & Vishwakarma,
Company Secretaries, a peer-reviewed firm, to act as the Secretarial Auditor to the
Company, in the Meeting of the Board of Directors held on March 10, 2025.
The Secretarial Auditors' Report for the financial year ended 31st March 2025 does not
contain any qualification, reservation, or adverse remark. The Secretarial Auditors'
Report for the financial year ended 31st March 2025, is enclosed as Annexure II to
the Board's report, which forms part of this Integrated Annual Report
20. MAINTENANCE OF COST RECORD
As per the Companies (Accounts) Rules, 2014, as amended from time to time, disclosure
as to maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013 is not applicable to our Company and
accordingly such accounts and records are not required to be made and maintained by
theCompany.
21. DISCLOSURE OF ACCOUNTING TREATMENT
The applicable Accounting Standards as notified from time to time under Section 133 of
the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2016
issued by the Ministry of Corporate Affairs, have been followed in preparation of the
financial statements of the company.
22. EXTRACT OF ANNUAL RETURN, IF ANY
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return in E-form MGT-7
shall be available at website of the Company at www.divinehiraiewellers.com.
In pursuance of the Companies (Management and Administration) Second Amendment Rules,
2023, the Board of Directors of the Company have appointed Mr. Niraj Hirachand Gulecha
(DIN: 09238372) as the Designated Person for compliance under the said Rules.
23. PARTICULARS OF EMPLOYEES
The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2)
and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of employees of your Company, is available for inspection by the
Shareholders at the Registered Office of the Company, during business hours, i.e., between
10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays,
Sundays and Public Holidays), upto the date of the ensuing Annual General Meeting of the
Company, subject to such restrictions as may be imposed by the Government(s) and/or local
authority(ies) from time to time.
24. MEETINGS OF BOARD OF DIRECTORS
During the financial year ended March 31, 2025, sixteen Board Meetings were held i.e.
on 01.05.2024, 30.05.2024, 10.06.2024, 15.06.2024, 19.06.2024, 16.07.2024, 19.07.2024,
29.07.2025, 01.08.2024, 05.09.2024, 07.09.2024, 20.09.2024, 21.10.2024, 09.01.2025,
10.03.2025 and 20.03.2025. The maximum gap between any two Board Meetings was less than
One Hundred and Twenty days in accordance with the provisions of the Companies Act, 2013.
The Company has complied with the provisions of Secretarial Standard on Meetings of the
Board of Directors i.e. SS - 1 in relation to the Board Meetings held during thefinancial
year ended March 31, 2025.
The Composition of Board of Directors and the details of meeting held and attended by
Directors are given below:
| Sr. No Name Of Director |
Category of Director |
Number of Meetings Held During the Financial Year 2024-
2025 |
|
|
Held |
Attended |
| 1. Hirachand Pukhraj Gulecha |
Managing Director |
16 |
16 |
| 2. Niraj Hirachand Gulecha |
Whole Time Director |
16 |
16 |
| 3. Khushbu Niraj Gulecha |
Director |
16 |
16 |
| 4. Ganesh Bhanudas Bhayde |
Director |
6 |
6 |
| 5. Heena Dhiraj Rathod |
Director |
6 |
6 |
| 6. Hiram Zubair Shaikh |
Independent Director |
13 |
13 |
| 7. Manoj Premkumar Bohra |
Independent Director |
10 |
10 |
25. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Company
occurred between the end of the Financial Year to which the Financial Statements relate up
to the date of this Report.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, no significant and material orders were passed
by the Regulators or Courts or Tribunals impacting the going concern status and your
Company's operations in future.
27. BOARD EVALUATION:
Pursuant to provision of Section 134(3)(p) of the Companies Act, 2013 and the
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the company has carried out evaluation of individual Directors as well
as the entire Board and Committees thereof. The evaluation of the Board of directors and
Member of the committees was done by the Independent Directors and evaluation of the
Independent Directors was done by the Entire board.
The Board's functioning was evaluated on various aspects, including inter alia degree
of fulfilment of key responsibilities, Board Structure and Composition, effectiveness of
Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board
Meeting and guidance/support to the management outside Board/Committee Meetings.
28. DEPOSITS
Your Company has neither accepted nor renewed any deposits during the Financial Year
under review.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S186.
The details of loans, guarantees or investments under Section 186 of the Act, are
available under Note no. 15 attached to the Standalone Financial Statements. The full
particulars are available in the Register maintained under Section 186 of the Act, which
is available for inspection during business hours on all working days (except Saturday and
Sunday)
30. RELATED PARTY TRANSACTIONS.
All contracts /arrangements / transactions entered by the Company during the Financial
Year 2024-25 with the related parties as defined under section 188 of companies act 2013,
were in the ordinary course of business and at arm's length basis and referred the note 28
of the financial statement for details of related party transaction.
Accordingly, the disclosure of particulars of contract/arrangements with related
parties in form AOC - 2 is annexed hereto as Annexure I with the Board's report.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings
and outgo are as follows:
a. Conservation of Energy
| the steps taken or impact on conservation of energy |
Considering the nature of operations of the Company, your Company's operation does not
consume significant amount of energy. The Company adopts all the energy conservation
measures wherever possible across all its offices. |
| (ii) the steps taken by the company for utilizing alternate sources of energy |
Not applicable, in view of comments in clause (i) |
| (iii) the capital investment on energy conservation equipment |
Not applicable, in view of comments in clause (i) |
b. Technology Absorption
| (i) The efforts made towards Technology Absorption |
- |
| (ii) Benefits derived like product improvement, cost reduction, product development or
import substitution; |
- |
| (iii) The steps taken by theCompanyfor utilizing alternate source of energy |
- |
| in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)- |
- |
| (a) Details of Technology Import |
- |
| (iv) (b)The year of import; |
- |
| (c)Whether the technology been fully absorbed |
- |
| (d) If not fully absorbed, area where absorption has not taken place, and the reason
thereof |
- |
| (iv) The expenditure incurred on Research and Development |
- |
c. Foreign Exchange earnings and Outgo
| Description |
FY: 2024-2025 (in Rs.) |
| Earnings |
Nill |
| Outgo |
30,70,01,004.50 |
32. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company is required to formulate
the Corporate Social Responsibility Policy. Flowever, pursuant to section 135(9) of the
companies act 2013, constitution of the Corporate Social Responsibility Committee shall
not be applicable and the functions of such Committee provided under this section shall,
in such cases, be discharged by the Board of Directors of the company during the financial
year ended 31st March 2025.
The brief outline of the CSR policy of the company and the initiatives undertaken
during the year are set out it Annexure III in the format as prescribed by the
rules.
33. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating efficiently.
34. VIGIL MECHANISM
The company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for directors and employees of the company to enable them to report their
genuine concerns, if any. The provisions of this policy are in line with the provisions of
the Section 177 (9) of the Act the details of establishment of such mechanism is available
on the website of the company i.e. https://divinehiraiewellers.com/policies/
.
35. AUDIT COMMITTEE
During the year under review, our Company has constituted the Audit Committee in
accordance with Section 177 and other applicable provisions of Companies Act, 2013 read
with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and any other
applicable guidelines.
The detail of the composition of the Audit committee along with their meetings
held/attended is as follows:
| Name of the Director |
Category |
Attendance at the Committee meeting held on |
|
|
29/05/2024 |
19/07/2024 |
01/08/2024 |
| •Hiram Zubair Shaikh |
Chairperson |
NA |
NA |
Present |
| •Manoj Premkumar Bohra |
Member |
NA |
NA |
Present |
| •Niraj Hirachand Gulecha |
Member |
NA |
NA |
Present |
| Khushbu Niraj Gulecha |
Member |
Present |
Present |
NA |
| Ganesh Bhanudas Bhayde |
Chairperson |
Present |
Present |
NA |
| Heena Dhiraj Rathod |
Member |
Present |
Present |
NA |
•The Audit Committee was reconstituted as on July 19, 2024, the members of the
reconstituted committees are:
1. Hiram Zubair Shaikh
2. Manoj Premkumar Bohra
3. Niraj Hirachand Gulecha
36. NOMINATION REMUNERATION COMMITTEE
The Company has in place a duly approved Nomination and Remuneration Policy in
accordance with the provisions of Section 178 of Board's Report the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Policy lays down the criteria for identifying and appointing Directors, Key
Managerial Personnel (KMP), and Senior Management and provides a framework for their
remuneration and evaluation. It aims to ensure that the level and composition of
remuneration is reasonable, sufficient to attract and retain talent, and aligned with the
Company's performance and industry benchmarks. The Policy provides for a balance between
fixed and performance-linked variable pay and considers external competitiveness, internal
equity, the role and responsibilities of the individual, and the Company's overall
performance.
The Policy also includes provisions for Board diversity and criteria for determining
qualifications, positive attributes, and independence of Directors, as well as guidelines
for the evaluation of the Board, its Committees, and individual Directors. The Nomination
and Remuneration Policy is available on the Company's website at: www.divinehiraiewellers.com.
The detail of the composition of the Nomination Remuneration Committee along with their
meetings held/attended is as follows:
| Name of the Director |
Category |
Attendance at the Committee meeting held on |
|
|
30/05/2024 |
16/07/2024 |
19/07/2024 |
01/08/2024 |
| •Hiram Zubair Shaikh |
Chairperson |
N.A |
N.A |
N.A |
Present |
| •Manoj Premkumar Bohra |
Member |
N.A |
N.A |
N.A |
Present |
| Khushbu Niraj Gulecha |
Member |
Present |
Present |
Present |
Present |
| Ganesh Bhanudas Bhayde |
Chairperson |
Present |
Present |
Present |
N.A |
| Heena Dhiraj Rathod |
Member |
Present |
Present |
Present |
N.A |
•The Nomination Remuneration Committee was reconstituted as on July 19, 2024, the
members of the reconstituted committees are:
1. Hiram Zubair Shaikh
2. Manoj Premkumar Bohra
3. Khushbu Niraj Gulecha
37. STAKEHOLDER RELATIONSHIP COMMITTEE
Your Company has constituted the Stakeholders Relationship Committee in terms of
Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read
with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014.
The detail of the composition of the Stakeholder Relationship Committee along with
their meetings held/attended is asfollows:
| Name of the Director |
Category |
Attendance at the Committee meeting held on |
|
|
19/07/2024 |
01/08/2024 |
| •Hiram Zubair Shaikh |
Member |
N.A |
Present |
| •Manoj Premkumar Bohra |
Chairperson |
N.A |
Present |
| Niraj Hirachand Gulecha |
Member |
Present |
Present |
| Hirachand Pukhraj Gulecha |
Member |
Present |
N.A |
| Ganesh Bhanudas Bhayde |
Chairperson |
Present |
N.A |
The Stakeholder Relationship Committee was reconstituted as on July 19, 2024, the
members of the reconstituted committees are:
1. Hiram Zubair Shaikh
2. Manoj Premkumar Bohra
3. Niraj Hirachand Gulecha
38. PREVENTION OF SEXUAL HARASSMENT
The Company is not required to form Internal Complaints Committee (ICC) as the numbers
of employees does not exceed the limit prescribed under Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under
review, Company has not received any complaints on sexual harassment. (Refer Section 22 of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 in case of any dispute raised).
39. PROCEEDINGS PENDING UNDERTHE INSOLVENCY AND BANKCRUPTCY CODE,2016
No application has been made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
AO. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
a) In the preparation of the Annual Accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the Financial Year and
profit of the Company for the year under review.
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Annual Accounts on a going concern basis; and
e) 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.
41. DIFFERENCE IN VALUATION:
The company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.
42. COMPLIANCE TO PROVISION RELATING THE MATERNITY BENEFITS ACT, 1961
During the financial year under review, the Company has complied with the provisions
relating to the Maternity Benefits Act, 1961.
43. REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing
Regulations") the Management Discussion and Analysis (MD&A) Report of the Company
for the year under review is presented in a separate section forming the part of the
Annual Report is attached herewith as Annexure IV and forms part of this Report.
43. CORPORATE GOVERNANCE REPORT
Our Company is committed to upholding the highest standards of corporate governance,
ensuring compliance with the principles of good governance, and maintaining a robust
framework that promotes transparency, accountability, and integrity in all our operations.
Our commitment to these principles reinforces our dedication to acting in the best
interest of our stakeholders.
In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed
entities that have their specified securities listed on the SME Exchange. Therefore, the
requirement to file a Corporate Governance Report with the Stock Exchange does not apply
to our Company for the financial year 2024-25.
45. CAUTIONARY STATEMENT
Cautionary Statement Statements in this report and its annexures describing company's
projections, expectations and hopes are forward looking. Though, these are based on
reasonable assumption, their actual results may differ.
46. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items, during the period under review:
a. There was no issue of shares (including sweat equity shares) to the employees of the
Company under any Scheme.
b. There was no instance of one-time settlement with any bank or financial institution.
46. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities, customers, vendors and
members during the year under review. Your director's also wish to place on record their
deep sense of appreciation for the services committed by the Company's executives, staff
and workers
| FOR DIVINE HIRA JEWELLERS LIMITED |
|
| HIRACHAND PUKHRAJ GULECHA |
NIRAJ HIRACHAND GULECHA |
| MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
| DIN:09677562 |
DIN:09238372 |
| ADDRESS: 904/A WING, VARDHMAN HEIGHTS, |
ADDRESS: 904-A, VARDHMAN HEIGHTS, T.B. KADAM |
| T.B KADAM BYCULLA (E), BHAKTI PARK ANIK WADALA |
MARG, NEAR VICKY RESTAURANT, BYCULLA EAST, V J |
| LINK ROAD, NR CARNIVAL WA |
B UDYAN MUMBAI- 400027. |
| EMAIL: HIRACHANDGULECHA61@GMAIL.COM |
EMAIL ID: NEERAJGULECHA@GMAIL.COM |
| DATE: 11/08/2025 |
|
| PLACE: MUMBAI |
|
|