AJC Jewel Manufacturers Ltd Directors Report

To

The Members,

AJC JEWEL MANUFACTURERSPRIVATE LIMITED

Your Directors have pleasure in presenting the 5th Boards Report of the Company together with audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2023.

1. FINANCIAL SUMMARY

(In Lakhs)

Particulars	31/03/2023	31/03/2022
Sale	19418.14	12,739.10
Other Income	6.64	0.57
Total Income	19424.78	12,739.67
Cost of materials consumed	18,494.45	12,257.06
Employee benefit expenses	378.08	175.71
Financial Cost	41.24	30.66
Other expenses	194.70	89.14
Total Operating Expenses	19108.47	1,2,552.57
Cash profit	316.31	187.10
Depreciation and Amortization expense	23.63	6.60
Profit/ (loss) before tax	292.68	180.50
Tax for the period including deferred tax	87.02	53.88
Profit/ (loss) for the period	205.66	126.62

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

There has been no change in the business of the Company during the financial year ended 31st March, 2023.

3. STATE OF AFFAIRS

• The turnover of the company for the current year is Rs. 19418.14 Lakhs as against the turnover of Rs. 12,739.10 of the previous year, thus registering an increase by 52.43%.

• The cash profit for the current year is Rs. 316.31 Lakhs as against the cash profit of Rs. 187.10 Lakhs, thus registering a growth of 69.06%.

• The net profit for the current year is Rs. 205.66 Lakhs as against the net profit of Rs. 126.62 Lakhs of the previous year, resulting in an increase by 62.43%.

4. DIVIDEND

No dividend is recommended for the current financial year as your directors propose to plough back the profit for continued investment in the business.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There are no unclaimed dividend to be transferred to investor education and protection fund.

6. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

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

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

8. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any investment, nor has given any guarantee or securities during the year under review. Therefore, it is not required to comply with provisions of Section 186 of Companies Act, 2013.

10. PARTICULARS OF RELATED PARTY TRANSACTIONS

The company has not entered into any transaction with related parties falling under the purview of Section 188 of the Companies Act. However it has paid managerial remuneration and also accepted unsecured loan from directors in accordance with the provisions of the Companies Act.

11. DETAILS OF COMPANYS CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

13. STATUTORY AUDITORS

M/s Kumar & Biju Associates Chartered Accountants (FRN:006113S), CHARTERED ACCOUNTANTS, Calicut were appointed as the Statutory Auditors of the Company for five financial years ending on 31st March 2024, in the Annual General Meeting held in the year 2019.

14. DETAILS OF FRAUD REPORT BY AUDITOR

No fraud u/s 143 (12) is reported by the auditors.

15. BOARDS COMMENT ON THE AUDITORS REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not require any further comment.

16. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company

17. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this Report.

18. MEETINGS DURING THE FINANCIAL YEAR BOARD MEETINGS

During the financial year 2022-2023, the Board of Directors of the Company duly meet - 06 (Six) times i.e. on 15/05/2022, 31/08/2022, 15/10/2022, 22/12/2022, 23/12/2022 and 28/03/2023. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

Further, the status of attendance of Board Meeting by each of Director is as follow:

Date of Board Meetings	Mr.ASHRAF PERINKADAKKAD	Mr. KUNHIMOHAMED PERINKADAKKAT	Mr.KUNHIMOIDU ANNENKOTTIL
15/05/2022	Attended	Attended	Attended
31/08/2022	Attended	Attended	Attended
15/10/2022	Attended	Attended	Attended
22/12/2022	Attended	Attended	Attended
23/12/2022	Attended	Attended	Attended
28/03/2023	Attended	Attended	Attended

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm 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 of the profit of the company for that period;

(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) Clause (e) of section 134(5) is not applicable as the Company is not a listed Company

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

20. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

21. DEPOSITS

The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year. The Company has not accepted any deposits during the year under review.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the Board of Directors of the Company during the Financial Year 2022-2023. Further, the provisions related to KMP were not applicable for the Financial Year 2022-2023.

In terms of Section 203 of the Companies Act, 2013, the Company is not mandatorily required to appoint any whole time KMPs.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The company has also formed a under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under and the committee met during the year under report.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. AMOUNT WHICH IT PROPOSES TO CARRY TO RESERVES

The after tax profit earned by the Company for the financial year was Rs. 205,65,000/- and the same was transferred to surplus account under reserves and surplus account.

25. COST RECORD

The provision of Cost audit as per section 148 is not applicable for the Company.

26. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 for appointment of Independent Directors do not apply to the company.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company.

29. VIGIL MECHANISM

Your Directors would like to inform that till now provisions of establishment of Vigil Mechanism do not apply to the Company.

30. SHARES

There has been no change in the share capital of the company during the year under review.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

32. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT 2013;

The Company has neither accepted nor renewed any deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013 during the year under review.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards and that systems are adequate and operating effectively.

34. PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year or a part of the financial year was getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to banks, employees, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on their Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
ASHRAF PERINKADAKKAD	KUNH1MOHAMED PERINKADAKKAT
DIN:08094239	DIN:08094240
Managing Director	Director
Date: 19/10/2023
Place: Calicut