To
The Members,
NARBADA GEMS AND JEWELLERY LIMITED
It is our pleasure to present the Thirtieth Annual Report along with the Audited
Financial Statements of Narbada Gems and Jewellery Limited for the financial year ended
31st March, 2022.
1. FINANCIAL HIGHLIGHTS
The highlights of the financial statements of the Company for the financial year ended
March 31, 2022, are as under:
|
|
(Rs. in Lakhs) |
| Particulars |
31.03.2022 |
31.03.2021 |
| Revenue from operations |
6062.87 |
3800.47 |
| Other Income |
31.10 |
23.36 |
| Total Revenue |
6093.96 |
3823.83 |
| Expenses |
5630.51 |
3548.34 |
| Profit before Tax |
463.46 |
275.49 |
| Tax Expense |
|
|
| Current tax |
117.67 |
73.43 |
| Deferred tax |
-0.08 |
-0.92 |
| Profit after Tax |
345.87 |
202.98 |
| Earnings per Equity share |
2.15 |
1.68 |
2. IMPACT OF COVID-19 ON COMPANY PERFORMANCE:
The Company has lost some days due to Covid related lock down. Due to Covid, the
Company lost "Akshaya Tritiya" sales for the year and also lost many of the
wedding days that fell in the first quarter of 21-22.
However, the Company is able to meet all the obligations including interest serving and
repayments and more over sitting on a high liquidity to see through any other adverse
effect of the pandemic in future.
3. COMPANY'S STATE OF AFFAIRS:
The COVID-19 pandemic, continued to be a global challenge, creating disruption across
the world. The Company witnessed strong demand across its businesses achieving significant
revenue uplift and ending the year on a strong note. Revenue from operations was recorded
as Rs. 6062.87 Lakhs against Rs. 3800.47 Lakhs during previous year registering increase
of 59.53% over the previous year. The Company reported a Net Profit of Rs. 345.87 Lakhs as
against Rs. 202.98 Lakhs earned during previous year registering growth of 70.40%.
4. FUTURE PROSPECTS:
The Company operates in a segment where creativity is the core essence of existence,
hence the Company has its own in - house designing and development team which includes
Jewellery designers, merchandisers and creative heads who facilitate the Company in making
lucrative and unique designs, using their creative skills and offering customers to choose
from diverse variety as the jewellery is the perfect blend of tradition and culture. The
Company focuses on making handcrafted jewellery.
The Company fulfills the royal aspirations of the brides with exclusive heritage
jewellery and also accentuates the feeling of Royalty to people who adorn such jewellery.
The Company has newly started 18-karat gold jewelry which offers a good balance between
durability and purity. Considering the business dynamics, it is far more popular as it has
been mixed with more durable metals to make it in itself far more durable which makes it a
very attractive proposition. This will further assist in reaching out to masses and serve
public at large thereby help in increasing margin and capture the untouched market.
The Company has launched an extension to its already ongoing exclusive jewellery
collection, "Vilandi" – Flat Polki Diamond Jewellery Collection". The
Company is making good progress towards the strategic choices outlined earlier this year,
specifically by introducing the development of our new product offering with stunning
designs and several varieties in the category of heavy Royal Necklaces. The Company offers
Flat Diamond Jewellery heavily studded with colorful Ruby, Emerald and other precious
gemstone which makes the person feel royal due to its uniqueness and vibrant designs.
The Company is in the process of setting up additional manufacturing capacity at
Basheerbagh, Hyderabad in a premises owned by the promoters for future growth of the
Company to cater to growing demand. The new factory will be more technology oriented and
shall be a state of art facility with well -planned layout and use of high end tech tools
for the designing section. The unit specializes in Gold ornaments studded with flat
diamond and color gemstones. The said facility of the Company will be well equipped with
state-of-the-art machinery and technology by using Computer Aided Design (CAD and Computer
aided model manufacturing (CAM), increasing the overall capacity and enhanced finishing of
the products. The management is hopeful that production capacity will be increased to
three times.
Further, the Company has been supporting its marquee clientele with product
conceptualization and product design services based on first-hand market feedback and
research & development (R&D) of its designing and marketing team. The Company is
focusing on renowned selected family Jewellers in each City.
At present, the management is the fifth Generation who posses great experience and
immense skills in the field of Gems and Jewellery sector. The products of the Company has
received overwhelming response in India International Jewellery Show (IIJS).
Strategizing the Marketing & Business Development: a. Business Development
Policy: A Business Development Policy is being evolved to cater to ever changing market
preferences, but with a focus on growth and how to achieve it. It's a long-term plan that
outlines strategies for steady and sustainable business growth over the coming years.
Its scope covers both the marketing and sales functions, as they are interlinked in the
Jewellery Industry. b. Customer Acquisition Policy: Customer acquisition is important for
businesses of any age and size. The goal of this process is to create a systematic,
sustainable customer who can sell the Company's products in the long term. c. The credit
policies are kept dynamic based on client profiles to allow credit to the parties which
vary from 45- 60 days depending on the retention margin on the products. So, before adding
a new customer, a due diligence is done to understand, the credit worthiness of the
client.
The Company's marketing team at present is catering to the following category of buyer
group like National Chains – Retail Chains having National level presence, Local
Chains – Retail Chains having regional/local level presence, Family Jewellers –
Well known Family jewellers having 1 or 2 stores, Distributors and Exports Like other
industries, the gems and jewellery industry is also facing many challenges related to
labour. These are mainly shortage of skilled labour and migrant workers related issues.
Manual methods of cutting, polishing, manufacturing and designing of gems and jewellery
are steadily being substituted with high-end automation using machines and software. But
India being a country where most of the consumer base highly believes in traditional
methods of Jewellery making is a trustworthy one, it is still taking time to make them
adopt to the change that automation in this industry is no less. Lack of educated labour
is also a great challenge in this industry because, use of laser machines, operating
computers and understanding modern techniques require systematic and practical training.
It is expected that the positive impact of polarization on the organized sector is
likely to be visible operationally within a couple of years that would go a long way in
improving the margin and turnover for the industry in general and the Company. With the
availability of further funds, the growth is likely to be accelerated in the coming years.
The gross profit margin will be maintained at around the current level even on elevated
top line growth. The Company will work for better amortization of corporate office fixed
expenses and no material impact will be felt on the areas of gold price fluctuations as
part of inventory is hedged. Further, except for unforeseen circumstances like the ongoing
COVID, the management is confident of performing in the areas prioritized.
5. DIVIDEND:
In order to conserve resources for further expansion of the Company's business, your
Directors have opined to not recommend dividend for the year 2021-22.
6. RESERVES:
During the period under review, the Board of Directors has decided that Rs. 345.87
Lakhs to be carried forward to the reserves being profit for the year.
7. AMOUNT TRANSFERRED TO INVESTOR EDUCATION & PROTECTION FUND:
The provisions of Section 125 of the Companies Act, 2013 is not applicable for the
Company as there was no dividend declared and paid in the previous financial years.
8. SHARE CAPITAL:
The Authorised Share Capital of your Company is Rs. 21,50,00,000/- divided into
2,15,00,000 Equity shares of Rs. 10/- each as on 31st March, 2022. The total Paid up
capital of the Company stands at Rs. 21,15,73,100 divided into 2,11,57,310 Equity shares
of Rs. 10 each as on date. During the period under review, the conversion of 91,00,000
Warrants of Rs. 17 each, convertible into equal Equity shares of Rs. 10 each with premium
of Rs. 7 per share has been completed. Out of such warrants, on 30.03.2021 as first
tranche, 26,23,000 Equity Shares were allotted to Promoters and Promoter group upon
conversion and 5,00,000 Equity Shares were allotted to Non-Promoter/Public upon
conversion. Thereafter, 24,94,000 equity Shares were allotted to Promoters/ Non-Promoters
on 23.11.2021 and remaining 34,83,000 Equity Shares were allotted on 24.05.2022. Hence,
all warrants have been converted and listed at BSE Limited.
The proceeds from the said issue were solely utilized to meet the working capital
requirements of the business.
a. Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees as per Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year in
accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of
the Companies (Share Capital and Debentures) Rules, 2014.
c. Issue of Equity Shares with Differential Voting Rights:
The Company has not issued any equity shares with differential voting rights during the
financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.
d. Issue of Employee Stock Option:
The Company has not issued any employee stock option during the financial year as per
Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.
9. PUBLIC DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 at the end of the
financial year. Your Company did not accept any such deposits during the financial year
2021-22 and the Company has duly filed the required returns accordingly.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee or security or made any investment
during the financial year in terms of Section 186 of the Companies Act, 2013.
11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:
Your Company has no Subsidiaries, Joint Ventures & Associate Companies.
12. DEPOSITORY SYSTEM:
The Company's shares are available for dematerialization with National Securities
Depository Ltd. (NSDL) 11.45% and Central Depository Services (I) Ltd. (CDSL). 83.64% of
the total shareholding of the Company was held in dematerialized form as on 31st March
2022. Shares held in physical form was 4.91% of the issued Capital.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Your Board consists of Six Directors including three Independent (Non- Executive
Directors). Declaration from all the Independent Directors has been obtained both at the
time of appointment and at the First Board meeting of each Financial Year.
Shri Ramprasad Vempati (DIN: 01903161), Shri Siddharth Goel (DIN: 03022978) and Shri
Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year
2021-22. Further, all have given declarations that they continue to meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and regulations
16(1)(b) of the LODR Regulations and that they are not debarred form holding the office of
director by virtue of any SEBI order or any other such authority.
In compliance with the requirements of Section 203 of the Companies Act, 2013, during
the period, following are the Key Managerial Personnel of the Company.
| 1. |
Mr. Sanjay Kumar Sanghi |
- Managing Director |
| 2. |
Mr. Bajranglal Agarwal |
- Chief Financial officer |
| 3. |
Ms. Shivani Rastogi |
- Company Secretary and Compliance Officer |
14. DECLARATION BY INDEPENDENT DIRECTORS:
In accordance with Sub-section (7) of Section 149 of the Companies Act, 2013
(hereinafter called as "The Act"), the Independent Directors on your Board have
given a Declaration that they meet the criteria of Independence as provided in sub section
(6) of Section 149 of the Act. There has been no change in terms and conditions of
appointment of Independent Directors, the Policy relating to their appointment is
available on the website of the Company www.narbadajewellery.com.
During the year under review, the separate meeting of Independent Directors of the
Company without the presence of non-independent directors and members of the management
and all the independent directors were present in the meeting held on 7th February, 2022
in Compliance with the Regulation 25 of SEBI (LODR) Regulations, 2015, in which the
following matters were considered: I. Review of the performance of all the non-independent
directors and the Board as a whole; II. Review of the performance of the Chairman of the
Company, taking into accounts the views of Executive Directors and Non-Executive
Directors; and
III. Assessment of the quality, quantity and timeliness of flow of information among
the Company, management and the Board, which is necessary for the Board to effectively and
reasonably perform their duties.
15. MANAGERIAL REMUNERATION
The Company's policy on Director's appointment and remuneration in accordance with
Section 178 (3) of the Companies Act, 2013 the same is available at the website of the
Company at www.narbadajewellery.com. No remuneration is being paid to the Managing
Director or any other Director of the Company. The information required pursuant to
Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014
and Companies (Particulars of Employees) Rules 1975, in respect of employees of the
Company and Directors is furnished hereunder: a. All pecuniary relationship or
transactions, of the non-executive directors of the Company:
The Non-executive Directors does not have any pecuniary relationship or transactions of
the Company. b. Details of percentage increase in the remuneration of each Director and
CFO and Company Secretary in the Financial Year 2020-21 are as follows:
| Name |
Designation |
Remuneration (in Rs.) |
Increase % |
|
|
2021-22 |
2020-21 |
|
| Sanjay Kumar Sanghi |
Managing Director |
- |
- |
- |
| Ritesh Kumar Sanghi |
Director |
- |
- |
- |
| Bajranglal Agarwal |
Chief Financial Officer |
7,21,645 |
5,27,116 |
36.90 |
| CS. Nitin Agarwal* |
Company Secretary & Compliance Officer |
- |
1,38,740 |
- |
| CS. Shivani Rastogi |
Company Secretary & Compliance Officer |
2,88,124* |
- |
- |
*For the part of financial year c. Details of a fixed component and performance-linked
incentives, along with the performance criteria: The Company does not have any
performance-linked incentives for the Directors and CFO the appointments are made for a
fixed period of time on the terms and conditions in the respective resolution passed by
the Board/Members in the Meeting d. Number of permanent employees on the rolls of the
Company as on 31st March, 2022 are 58. e. Stock option details: Nil
16. BOARD COMMITTEES:
The Board has constituted three committees at present:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
The committees of the Board meet at regular intervals and have the requisite subject
expertise to handle and resolve matters expediently. The details of constitution, terms of
appointment and meetings of the committees is given in the Corporate Governance report as Annexure
V.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
On the basis of compliance certificates received from the executives of the Company and
subject to the disclosures in the annual accounts and also on the basis of the discussions
with the Statutory Auditors of the Company from time to time, your Directors make the
following statements, pursuant to Section 134(3)(c) of the Companies Act, 2013 with
respect to Director's Responsibility Statement. a) that in the preparation of the annual
accounts for the year ended 31st March 2022, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any; b) that
such accounting policies have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March 2022 and of the profit of the
Company for the year ended on that date; c) that proper and sufficient care has been taken
for the 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; d) that the annual financial statements have
been prepared on a going concern basis; e) that proper internal financial controls were in
place and that the financial controls were adequate and were operating effectively; f)
that proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of Section 143(12) of the Companies Act,2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force).
19. BOARD EVALUATION:
The Board of your Company on the recommendation of the Nomination and Remuneration
Committee had laid down the criteria for evaluation of the performance of the Board, its
committees, and individual Directors as per the Listing Regulations. Accordingly, the
annual performance evaluation process was carried out based on evaluation forms, which
include a rating mechanism. Independent Directors also reviewed the performance of the
Board as a whole, Non-Independent Directors, and the Chairman.
The criteria for performance evaluation of the Board and its Committees amongst others
include their structure and composition, processes, information and functioning, terms of
reference of the Committees, etc. The criteria for performance evaluation of individual
Directors including Executive and Independent Directors amongst others include their
attendance and contribution at the meetings, the devotion of time and efforts to
understand the Company, its business, their duties and responsibilities, and adherence to
the code of conduct, etc. The said policy is available on the website of the Company at
www.narbadajewellery.com The Independent Directors met separately on 7th February 2022
without the presence of Non-Independent Directors to discuss the performance of the
Non-Independent Directors and the Board as a whole.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
20. CODE OF CONDUCT:
In compliance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of
Conduct. The Code is applicable to the members of the Board, the executive officers, the
members of the management one level below the executive directors, including all
functional heads of the Company. The Code is available on the website of the Company
www.narbadajewellery.com All members of the Board, the executive officers and senior
financial officers have affirmed compliance to the Code as on March 31, 2022.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the year, Eight Board Meetings were convened and held. The dates on which the
said meetings were held are :29.06.2021, 13.08.2021, 27.08.2021, 21.09.2021, 12.11.2021,
23.11.2021, 17.01.2022 and 07.02.2022. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to the Listing Regulations, the Company has familiarized 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.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the provisions of Section 188 of the Companies Act,
2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated a Policy on Related Party Transactions
which is also available on the Company's website www.narbadajewellery.com.
The related party transactions during the year are in accordance with the approval of
shareholders in Annual General Meeting held on 29th September, 2021.
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
is disclosed in Form AOC-2 as "Annexure-I" to this report.
24. CORPORATE GOVERNANCE
Your Company is committed to maintain the high standards of corporate governance and
adheres to the requirements set out by the Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under the Listing Regulations forms part of
the Annual Report. The certificate from the Practicing Company Secretary confirming
compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached as Annexure- V.
25. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance towards sexual harassment at workplace. It has a well
-defined policy in compliance with the requirements of the Sexual Harassment of women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. An Internal Committee is in place to redress complaints received regarding
sexual harassment. The Company has not received any complaint of sexual harassment during
financial year 2021-22.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems and procedures designed to
effectively control the operations of its various functions. The internal control systems
are designed to ensure that the financial and other records are reliable for the
preparation of financial statements and for maintaining assets.
Based on the deliberations with Internal Auditors to ascertain their views on the
financial statements, including the financial reporting system and compliance to
accounting policies & procedures, the Audit Committee was satisfied with the adequacy
and effectiveness of the internal control system followed by the Company.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI
(LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides
for a vigil mechanism that encourages and supports its Directors and employees to report
instances of illegal activities, unethical behavior, actual or suspected, fraud or
violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate
safeguards against victimization of persons who use this mechanism and direct access to
the Chairman of the Audit Committee in exceptional cases. During the financial year ended
31st March, 2022 under review, there were no cases pertaining to Whistle Blower Policy.
The said policy of the Company can be accessed at www.narbadajewellery.com
28. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate 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 Company shares 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 and the Compliance Officer
are responsible for implementation of the Code. All Directors and the designated employees
have confirmed compliance with the Code. The same has been displayed at the company's
website at www.narbadajewellery.com
29. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has a well-defined process in place to ensure appropriate identification
and treatment of risks. Risk identification exercise is inter-woven with the annual
planning cycle which ensures both regularity and comprehensiveness. The identification of
risk is done at strategic, business, operational and process levels. While the mitigation
plan and actions for risks belonging to strategic, business and key critical operational
risks are driven by senior leadership, for rest of the risks, operating managers drives
the conception and subsequent augmenting of mitigation plans.
All risks are well integrated with functional and business plans and are reviewed on a
regular basis by the senior leadership.
The Company, through its risk management process, aims to contain the risks within its
risk appetite. There are no risks which in the opinion of the Board threaten the existence
of the Company.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Company's future operations.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: A. Conservation of Energy
The disclosure of particulars with respect to conservation of energy pursuant to
Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2014 are not applicable as our business is not specified in the
Schedule. However, the Company makes its best efforts to conserve energy in a more
efficient and effective manner.
B. Technology Absorption
The Company has not carried out any specific research and development activities.
Accordingly, the information related to technology absorption, adaptation and innovation
is reported to be NIL.
C. Foreign Exchange Earnings and Outgo
During the year under review, the foreign exchange earnings and outgo being Outstanding
receivable of the Company as on 31st march, 2022 is Rs. 56.77 Lakhs.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of Section 135 and Schedule- VII of the Companies Act, 2013, the provisions of
Corporate Social Responsibility (CSR) are not applicable to the Company.
33. AUDITORS:
a) Statutory Auditors:
M/s Anant Rao & Malik, Chartered Accountants, (Firm Reg. No. 006266S, M. No.
022644), Hyderabad were appointed as Statutory Auditors of the Company at the 29th Annual
General Meeting of the Company, to hold office till the conclusion of the 33rd Annual
General Meeting to be held in the calendar year 2025 for issuing the Audit report on the
financial position of the Company. The Statutory Auditors of the Company had issued their
Report for the financial year ended 31st March, 2022 which is with unmodified opinion
(unqualified).
There is no adverse remark(s)/ qualification(s)/ reservation(s) of the Statutory
Auditors in their report for the financial year ended 31st March, 2022. Hence, no
explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013
is required.
b) Secretarial Auditor:
In terms of Section 204 of the Companies Act, 2013 and rules made there under, CS. Ajay
Suman Shrivastava, Practicing Company Secretary, Hyderabad (ICSI Membership No. 3489; CP
No.: 3479) has been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditor is enclosed as "Annexure I" to this report.
The Annual Secretarial Compliance report as per Regulation 24A of SEBI (LODR)
Regulation, 2015 as amended, is enclosed as "Annexure II" to this report.
c) Internal Auditors:
The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm
Registration No- 001461S) as its Internal Auditors. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas.
34. SECRETARIAL STANDARDS:
The Company has in place proper systems to ensure compliance with the provisions of the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
35. ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2022 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the Company's website www.narbadajewellery.com.
36. COST RECORDS.
Your Company is not required to maintain cost records as specified under Section 148 of
the Act.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report covering the matters listed in Clause
34(2)(e) of the SEBI (LODR), 2015, for the year under review is given as separate and
forms the part of Annual Report.
38. LISTING:
The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company
has duly complied with all the requirements of concerned Stock Exchange in accordance with
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.
39. SIGNIFICANT CHANGES OCCURRED DURING THE CURRENT YEAR:
There are no material/significant changes occurred between the end of the financial
year 2021-22 and the date of this report which may impact the financial position of the
Company.
40. ACKNOWLEDGEMENT:
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, team spirit, cooperation and dedication
during the year. Your Directors place on record their sincere thanks to bankers,
suppliers, business associates, consultants, and various Government Authorities for their
continued support extended to your Company's activities during the year under review.
Your Directors also acknowledge gratefully the shareholders for their support and
confidence reposed on the Company.
|
For and on behalf of Board of Directors |
|
Sd/- |
Sd/- |
|
(Sanjay Kumar Sanghi) |
(Ritesh Kumar Sanghi) |
| Date: 18.08.2022 |
Managing Director |
Director |
| Place: Hyderabad |
DIN: 00629693 |
DIN: 00628033 |
|