To,
The Members,
Your directors are pleased to present the 16th Annual Report of your Company together
with the Audited Financial Statements and Auditors' Report for the year ended 31st March,
2025.
1. FINANCIAL PERFORMANCE:
The financial performance of the Company during the year ended 31st March, 2025
compared to the previous year is summarized below:
(Rs. in thousands)
| Particulars |
2024-25 |
2023-24 |
| Revenue From Operations |
3,95,191 |
3,08,080 |
| Other Income |
210 |
336 |
| Net Income |
3,95,401 |
3,08,416 |
| Profit/(Loss) before tax & Exceptional/Extraordinary items |
4,029 |
1,285 |
| Add/(Less): Exceptional/ Extraordinary items |
0.00 |
0.00 |
| Profit/(Loss)Before tax |
4,029 |
1,285 |
| Less: Tax Expenses |
|
|
| -Current Tax |
1120 |
375 |
| -Deferred Tax Liabilities/(Assets) |
(9) |
(49) |
| Net Profit / (Loss) After Tax |
2918 |
959 |
2. REVIEW OF OPERATIONS:
During the year, Total Income of your Company was Rs. 3,95,401/- thousands as against
Net Income of Rs.3,08,416/- thousands of the previous year. However, the Company's Net
Profit after tax has been increased to Rs. 2,918/- thousands for the current year as
against the Net Profit after tax of Rs. 9,59/-thousands of the previous year due to
decrease in profit margin against expenditure incurred.
The performance of the Company has been discussed in the Management Discussion and
Analysis Report, which is forming part of the Annual Report.
3. TRANSFER TO RESERVES:
During the year under review, your directors have not proposed to transfer any amount
to Reserves.
4. DIVIDEND:
During the year under review, in order to conserver sources and future expansion, your
directors have not recommended any Dividend on Equity Shares of the Company.
5. DEPOSITS:
During the year under review, your Company has neither invited, accepted nor renewed
any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.
6. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2025 is yet to be filled.
7. BOARD OF DIRECTORS:
The following were the Directors on the Board at the beginning of financial year
2023-24:
| 1. Mrs. Rajni Mahajan (DIN:02463524) - |
Managing Director |
| 2. Mr. Manan Mahajan (DIN:02217914) - |
Whole Time Director & CFO |
| 3. Mr. Bikram Singh Rana (DIN:07767074) |
-Independent Director |
| 4. Mr. Harvinder Singh Dhami(DIN:02119042) |
- Independent Director |
| 5. Mr. Naveen Gupta(DIN:09684403) |
- Independent Director |
During the financial year, Mrs. Rajni Mahajan (DIN: 02463524), Managing Director of the
Company liable to retire by rotation has been reappointed in AGM of the Company held on
29th September, 2025.
| S.No. DIN/PAN |
Name of Directors |
Designation |
Date of Appointment |
Date of Resignation |
| 1. 02463524 |
Rajni Mahajan |
Director |
18/02/2019 |
--- |
| 2. 02217914 |
Manan Mahaj an |
Whole Time Director & CFO |
27/02/2009 |
? |
| 3. 02119042 |
Harvinder Singh Dhami |
Non Executive Independent Director |
08/06/2022 |
|
| 4. 07767074 |
Bikram Singh Rana |
Non Executive Independent Director |
06/07/2022 |
|
| 5. 09684403 |
Naveen Gupta |
Non Executive Independent Director |
25/07/2022 |
|
| 6. 02463524 |
Rajni Mahajan |
Managing Director |
02/07/2024 |
--- |
8. KEY MANAGERIAL PERSONNEL:
As on 31st March, 2025, Your Company has the following Key Managerial Personnel
Mrs. Rajni Mahajan (DIN:02463524)-Managing Director
Mrs. Gurpreet Kaur (ACS: A41866) -Company Secretary & Compliance Officer
Mr. Manan Mahajan (DIN:02217914) -Whole Time Director &Chief Financial Officer
9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:
The Company has received necessary declaration from each Independent Directors under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1) (b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Board
relies on their declaration of independence.
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the
Company has formulated a programme for familiarizing the Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc. through various
initiatives. The detail of the afore mentioned program is available on the Company's web
site at https://www.amanaya.in/policies-and-codes
In the opinion of Board, the Independent Directors of the Company possess the
integrity, requisite experience and expertise, relevant for the industry in which the
Company operates.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the
Directors confirm that-
i. in the preparation of the Annual Accounts for the year ended 31st March,2025 the
applicable accounting standards have been followed and no material departures have been
made for the same;
ii. appropriate accounting policies have been selected and applied them consistently
and judgments and estimates have been made that are reasonable and prudent so as to give a
true and Fairview of the state of affairs of the Company at the end of the financial year
31st March, 2025 and of the profit of the Company forth at period;
iii. proper and sufficient care have been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act,2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a “going concern” basis;
v. the proper internal financial controls are laid down and are adequate and operating
effectively;
vi. the proper systems to ensure compliance with the provisions of all applicable laws
have been devised and such systems were adequate and operating effectively.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review, the Company has not given any Guarantees and investments
falling within the purview of the provisions of Section 186 of the Companies Act, 2013.
12. MEETINGS OF BOARD OF DIRECTORS:
During the year, 5(Five) Board Meetings were held. The intervening gap between the
Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which
are given in the Corporate Governance Report, forming part of Annual Report. The Notice
along with Agenda and Agenda items of each Board Meetings were given to each Director of
the Company. Attendances of Directors are also provided in the Corporate Governance
Report.
13. MEETINGS OF MEMBERS:
During the year under review 15th AGM has been held on 16th September 2024 and No Extra
Ordinary General Meeting has been held during the financial year. No postal ballot was
held during the financial year 2023-2024.
14. COMMITTEE MEETINGS:
The details pertaining to the composition of the Audit Committee and other Committees
and all meetings held during the year 2024-25 are included in the Corporate Governance
Report. During the year, all the recommendations made by the Audit Committee were accepted
by the Board.
15. BOARD EVALUATION:
In line with the Corporate Governance Guidelines of the Company, Annual Performance
Evaluation was conducted for all Board Members as well as the working of the Board and its
committees. The Board evaluation frame work has been designed incompliance with the
requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation
issued by SEBI in January, 2017.
The performance of Chairman of the Board was reviewed by the Independent Directors
taking into account the views of the Executive Directors. The parameters considered were
leadership ability, adherence to corporate governance practices etc.
Evaluation of the Board was based on criteria such as composition and role of the
Board, Board communication and relationships, functioning of Board Committees, review of
performance and compensation to Executive Directors, succession planning, strategic
planning, etc.
Evaluation of Directors was based on criteria such as participation and contribution in
Board and Committee meetings, representation of shareholder interest and enhancing
shareholder value, experience and expertise to provide feedback and guidance to top
management on business strategy, governance and risk, understanding of the organization's
strategy, risk and environment, etc.
Evaluation of Committees was based on criteria such as adequate independence of each
Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
Board, etc. The Board has also noted are as requiring more focus in the future.
16. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading in
compliance with the SEBI (Prohibition &Insider Trading) Regulations,2015, as amended
from time to time, with a view to regulate the trading in securities by the Directors and
Designated Employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of shares of the Company by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the ‘Trading
Window' is closed. The Board is responsible for implementation of the code. All Directors
and the designated Employees have confirmed compliance with the code.
17. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars required to be included in terms of Section 134(3) (m) of the Companies
Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange
earnings and outgo are given below.
a. Conservation of Energy:
i. The Company is engaged in Trading Activity. Hence, there are no extra steps taken
for energy saving. However, requisite steps have been taken to improve energy consumption
by using LED lights in back office area of the Company.
ii. The steps taken by the Company for utilizing alternate sources of energy: The
Company is not using any alternate source of energy. However, the Company is using
electricity as main source of energy.
iii. The capital investment on energy conservation equipment : Nil
b. Technology Absorption:
i. The efforts made towards technology absorption-N.A.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution: N.A.
iii. In case of imported technology (imported during last three years reckoned from the
beginning of the financial year):-N.A.
iv. The expenditure incurred on research & development during the year 2024-25: NIL
c. Foreign Exchange Earning and Outgo:
During the year under review, the Foreign Exchange earnings of the Company amounted to
Rs9,808 thousands through exports. The Company has not incurred any expenditure in Foreign
Exchange.
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
well defined in the organization. The Internal Audit Department monitors and evaluates the
efficacy and adequacy of Internal Control Systems in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of Internal Audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions suggested are presented to the Audit Committee of the
Board.
19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any reporting of
fraudulent financial or other information to the stakeholders, and any conduct that
results in violation of the Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation or harassment of any kind against any employees who, based on
the employee's reasonable belief that such conduct or practice have occurred or are
occurring, reports that information or participates in the investigation. The Vigil
Mechanism / Whistle Blower Policy is being made available on the Company's website at the
web link: https://www.amanaya.in/policies-and-codes.
20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has
framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel including criteria for determining qualifications, positive
attributes and independence of Directors. More details have been disclosed in the
Corporate Governance Report. The Remuneration Policy has been uploaded on the Company's
website https://www.amanaya.in/policies-and-codes.
21. BOARD DIVERSITY POLICY:
Adverse Board enables sufficient functioning through differences in perspective and
skill, and also fosters differentiated thought process at the back of varied industrial
and management expertise, gender and knowledge. The board recognizes the importance of
diverse composition and has adopted a Board Diversity Policy which sets out the approach
to diversity. The Board Diversity Policy is available on our website
https://www.amanaya.in/policies-and-codes.
22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:
As on 31st March, 2025 your Company does not have any Joint Ventures, Subsidiaries and
Associates Company.
23. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the CSR expenditure and Composition of Committee as provided in the
Section 135 of the Companies Act, 2013 is not applicable to the Company.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were at
arm's length basis and were in the ordinary course of business. All related Party
Transactions were placed before the
Audit Committee and the Board for approval. Prior omnibus approval of the Audit
Committee has been obtained for the transactions which are of a foreseen and in repetitive
nature. Policy on Transactions with Related Parties as approved by the Board is uploaded
on the Company's website at web link https://www.amanaya.in/policies-and-codes
During the year, your Company has not entered into any significant material related
party transactions. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act,2013 in Form AOC-2 is not applicable.
Suitable disclosure as required under AS-18 has been made in Note to the Financial
Statement.
25. PARTICULARS OF EMPLOYEES:
The information containing the names and other particulars of Directors' Remuneration
in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with
Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules,
2014 is attached to this report as Annexure-1.
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT,2013:
The Company has zero tolerance for sexual harassment at work place and has adopted a
policy prevention, prohibition and redressed of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressed) Act, 2013 and the rules thereunder at workplace. The Company
has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed)
Act, 2013.
During the Financial Year, the Company had not received any complaints and no
complaints were pending as on 31st March, 2025. Further, the Company ensures that there is
a healthy and safe atmosphere for every women employee at the workplace.
27. STATUTORY AUDITORS'AND REPORT:
The Auditors' Report does not contain any qualification or adverse remark. Notes to
Accounts and Auditors' remarks in their report are self-explanatory and do not call for
any further comments. The Auditors has not reported any matter of an offence of fraud to
the Company required to be disclosed under Section 143(12) of the Companies Act, 2013
28. INTERNAL AUDITORS AND REPORT:
M/s. Abhishek Mahajan is acting as Internal Auditors of the Company and has conducted
periodic audit of all operations of the Company. The Audit Committee of the Board of
Directors has reviewed the findings of Internal Auditors regularly.
29. SECRETARIAL AUDIT:
The Company has listed its Equity Shares on SME Platform of the BSE Limited. Further,
The Secretarial audit report has been presented in Annexure 2.
30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report provides a perspective of economic and
social aspects material to your Company's strategy and its ability to create and sustain
value to your Company's key stake holders. Pursuant to the provisions of Regulation 34
read with Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis
Report capturing your Company's performance, industry trends and other material changes
with respect to your Company is attached to this report as Annexure- 3.
31. CORPORATE GOVERNANCE:
The members may please note that the provisions relating to Corporate Governance are
not applicable to the Company. Accordingly, your Company is not required to submit the
Corporate Governance Report with this Annual Report. However, keeping in view the
objective of encouraging the use of better practices, your Company has decided voluntarily
to adopt and disseminate disclosure of Corporate Governance which not only serve as a
benchmark for the corporate sector but also help the Company in achieving the highest
standard of Corporate Governance.
Accordingly, a voluntary disclosure on Corporate Governance as stipulated under
Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to this report as Annexure -4.
As such the Members may note that any omission of any Corporate Governance provisions
shall not be construed as non-compliance of the above-mentioned regulations.
32. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF THE BOARD REPORT:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this report.
33. CHANGE IN THE NATURE OF BUSINESS:
For sustained growth in the future, Company wants sorely on its main business of
trading of Precious Metals & Jewelry. Hence, there is no change in the nature of the
business of the Company during the year.
34. LISTING FEES:
The Equity Shares of the Company are listed on SME Platform of BSE Limited and The
Company has paid the applicable listing fees to the Stock Exchange till date.
35. USE OF PROCEEDS:
The proceeds of the Initial Public Offer (IPO) made in the year 2023 have been fully
utilized for the objects stated in the prospectus. Accordingly, there are no unutilized
funds and no deviation or variation in the utilization of IPO proceeds as specified under
Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
36. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:
During the financial year, there is no change in authorized share capital of the
Company. However, your Company's issued, subscribed & paid up Equity Share Capital is
Rs. 3,73,90,000 (Rupees Three Crore Seventy-Three Lakh Ninety Thousand) divided into
37,39,000 (Thirty-Seven Lakh Thirty-Nine thousand) Equity Shares of Rs.10/-each as on 31st
March, 2025.
37. REGISTRAR AND SHARE TRANSFER AGENT:
Your Company has appointed Beetal Financial & Computer Services private Limited as
the Registrar & Transfer Agent (RTA) for Share Registry Services and ISIN Number of
your securities is INE0G1V01016.
38. RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review, no significant or material orders were passed by the
Regulators or Courts or Tribunals which would impact the going concern status of the
Company and its operations in future.
40. MAINTENANCE OF COST RECORDS & AUDIT:
Your Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit
does not apply to your Company.
41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:
During the year under review, your Company has complied with all the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118 of the Companies Act, 2013.
42. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONICMODE:
In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along
with the Annual Report 2024-25 is being sent only through electronic mode to those members
whose email addresses are registered with the Company/RTA/Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Company's website
links https://www.amanaya.in/others/ and https://www.amanaya.in/financials/ respectively
and websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the
website of the Company's Registrar and Transfer Agent Beetal Financial & Computer
Services private Limited.
However in respect of equity shareholders holding shares in physical form and whose
email ids are not available the notice along with annual report shall be sent through
speed post latest by 2nd September 2025.
43. HUMAN RESOURCES:
The Company treats its “Human Resources” as one of its most important assets.
The Company's culture promotes an environment that is transparent, flexible, fulfilling
and purposeful. The Company is driven by passionate and highly engaged workforce. This is
evident from the fact that the Company continues to remain the industry benchmark for
talent retention.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. Number of programs that provide focused people attention are currently
underway. The Company thrust is on the promotion of talent internally through job rotation
and job enlargement.
44. DISCLOSURE OF ACCOUNTING TREATMENT
The members may please note that the provisions relating to adopting Ind AS are not
applicable to the Company. However, keeping in view the objective of encouraging the use
of better practices, your Company has decided voluntarily to adopt Ind AS.
The company has adopted all the Ind AS standards and the adoption was carried out in
accordance with Ind AS 101, First Time Adoption of Indian Accounting Standards. The
Transition was carried out from Indian Accounting Principles generally accepted in India
as prescribed under section 133 of the Act, read with Rules 7 of the Companies (Accounts )
Rules, 2014 (IGAAP), which was the previous GAAP.
45. ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors would like to express their appreciation for the assistance and
co-operation received from the Bankers, Government authorities, customers, vendors and
shareholders during the year under review. Your Directors also wish to record their
recognition of the customer support and patronage by the corporate houses in and around
Amritsar.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, which enable the Company to
deliver a good all-round record performance.
|
By Order of the Board of Directors |
|
Amanaya Ventures Limited |
|
Sd/- |
|
Rajni Mahajan |
| Place: Amritsar |
Managing Director |
| Date: 18th August 2025 |
DIN:02463524 |
|