Palm Jewels Ltd Directors Report

To,

The Members of Palm Jewels Limited,

Your Directors have pleasure in presenting their Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board’s Report is prepared based on the standalone financial statements of the Company.

(In Rs.)

PARTICULARS	2022-23	2021-22
Total Income for the Year	998,703,459	1,138,761,608
Operating & Administrative Expenses	994,756,288	1,135,132,601
Net Profit / (Loss) before Tax	3,947,171	3,629,007
Less: Provision for Tax	9,50,000	9,50,000
Excess Provision of Income Tax	(35416)	31,381
Deferred Tax	10,949	7,212
Pofit / (Loss) after Tax	3,021,638	2,640,414

2. OPERATION & REVIEW

Your Company posted a total income of Rs. 998,703,459 for the financial year ended 31st March 2023. Your Companies’ profit after tax for the year was Rs 3,021,638.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31st March 2023.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply to the company.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company,

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr, Rohit Dalpatbhai Shah (Managing Director) (DIN: 00543440), Mr, Saunil Rohitkumar Shah, (Whole Time Director) (DIN: 07673046), Mrs, Chetna Rohitdalpatbhai Shah, (Director) (DIN: 00538673), Mr, Mitkumar Dipakkumar Shah, (Independent Director) (08536389), Mr, Naishadh Jagdishkumar Sadhu (Independent Director) (09724641), Ms, Rahelakhan Pathan (Independent Director) (09724653), Mr, Raj Atul Kumar Shah, Chief Financial Officer and Mr, Abhijit Roy, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on the date of this Report,

Pursuant to the provisions of Section 152 of the Act, Mr, Saunil Rohitkumar Shah (DIN: 07673046), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment, The Board recommends his re-appointment,

There is Change in KMP in Company After the Closing of Financial Year Mr, Mukesh Kumar Mali had Resign the Post of Chief Financial Officers and Mr, Raj Atul Kumar Shah has been appointed in the Post of Chief Financial Officer,

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management,

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Five (5) times on 27,05,2022, 08,08,2022, 07,09,2022, 11,11,2022, and 08,02,2023, in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose,

9. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries of India,

10. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors by seeking their inputs on various aspects of Board / Committees, The evaluation covered functioning and composition of the Board and its Committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc,

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Board functioning viz, composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc,

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have 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 / loss of the company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

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

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. The Board has inter-alia reviewed the adequacy and effectiveness of the Company’s Internal Financial Controls relating to its Financial Statements.

During the year, such controls were tested and no reportable material weakness was observed.

13. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, the Company has not issued any share.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.

15. EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.palmjewelsltd.com.

16. AUDITORS AND THEIR REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the Members at the their 16th Annual General Meeting of the Company held on 30^th September, 2021 had appointed M/s. A. K. SHAH & ASSOCIATES, Chartered Accountants (Firm Registration No. 109748W) as the Statutory Auditor of the Company to hold office for a term of five years subject to ratification of their appointment by the shareholders every year.

The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing Annual General Meeting.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Company has appointed Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as “Annexure - A”. The report is self explanatory.

The Board of Directors has duly reviewed the Secretarial Auditors’ Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under Section 134 of the Act.

COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

17. INTERNAL AUDIT & CONTROLS

The Company has appointed, external firm as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. 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. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

19. subsidiaries, joint ventures and associate companies

The Company does not have any Subsidiary, Joint venture or Associate Company during the financial year under review.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the company.

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

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

22. PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms’ length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per “Annexure - B”.

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

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

A. CONSERVATION OF ENERGY:

I. The steps taken or impact on conservation of energy: Nil

II. The steps taken by the company for utilising alternate sources of energy: None

III. The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the -

reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

c. there was no foreign exchange inflow or outflow during

THE YEAR UNDER REVIEW

26. DETAILS OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE AND SEXUAL HARASSMENT COMMITTEE

Audit Committee:

Constitution & Composition of Audit Committee:

The Company has constituted the Audit Committee with the primary objective to monitor and provide effective supervision of the Managements’ financial reporting process with the view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.

The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Mr. Mitkumar Dipakkumar Shah	Chairman	Non-Executive-Independent Director	4	4
Ms. Chetana Rohitbhai Shah	Member	Non-Executive- Director	4	4
Mr. Naishadh Jagdishkumar Sadhu	Member	Non-Executive Independent Director	4	4

***Mr. Bharat Magaramji Ghanch has been appointed as an Independent Director w.e.f. 04th June, 2022 and resigned from the post as on 08th August, 2022.

Terms of reference:

The broad terms of reference of the Audit Committee are as under;

• Reviewing of the Company’s financial reporting process and the disclosure of its financial information

• To ensure that the financial statement is correct, sufficient and credible.

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor’s independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

Nomination and Remuneration Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and regulation 19 of the Listing Regulations 2015, the Board has constituted a “Nomination and Remuneration Committee” (NRC).

The Nomination and Remuneration Committee as a committee of the Board has been constituted mainly to determine and recommend to Board, the Company’s policies on remuneration packages for Executive and Non-Executive Directors and policies on Nomination for Appointment of Director, Key Managerial Personnel and Senior Management Personnel.

The composition of the Nomination and Remuneration Committee and details of meetings attended by the members of the Audit Committee are given below;

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Mr. Mitkumar Dipakkumar Shah	Member	Non-Executive-Independent Director	1	1
Ms. Chetana Rohitbhai Shah	Member	Non-Executive- Director	1	1
Mr. Naishadh Jagdishkumar Sadhu	Chairman	Non-Executive Independent Director	1	1

***Mr. Bharat Magaramji Ghanch has been appointed as an Independent Director w.e.f. 04th June, 2022 and resigned from the post as on 08th August, 2022.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under;

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

The Policy of nomination and Remuneration committee has been place on the website of the company at www.palmjewels.com and the salient features of the same has been disclosed under “Annexure - D”.

Stakeholder’s Relationship Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and regulation 20 of the Listing Regulations, the Board has formed a “Stakeholders’ Grievances and Relationship Committee”.

The composition of the Stakeholder’s Relationship Committee and details of meetings attended by the members of the Audit Committee are given below:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Mr. Mitkumar Dipakkumar Shah	Chairman	Non-Executive-Independent Director	1	1
Ms. Chetana Rohitbhai Shah	Member	Non-Executive- Director	1	1
Mr. Naishadh Jagdishkumar Sadhu	Member	Non-Executive Independent Director	1	1

Sexual Harassment Committee:

Constitution & Composition of Audit Committee:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Ms. Chetana Rohitbhai Shah	Chairman	Non-Executive- Director	1	1
Mr. Rohit Dalpatbhai Shah	Member	Executive Director	1	1
Mr. Saunil Rohitkumar Shah	Member	Executive Director	1	1

During the financial year, there were no cases filed pursuant to the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Independent Directors’ Meeting

During the year under review, a separate meeting of Independent Directors was held on 11^th November 2022, inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors, and

3. Evaluation of the quality, content and timelines of flow of information between the Management

and the Board that is necessary to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the year, under review there were no incidences of sexual harassment reported and received.

29. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.

30. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

31. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the Company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

32. CORPORATE GOVERNANCE

During the financial year Company abide the Regulation related to Corporate Governance under SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015.

33. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies’ current working and future outlook. The Management Discussion and Analysis Report is annexed herewith as “Annexure D”.

34. PROCEEDINGS PRNDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

There are no such proceedings or appeals pending and no application has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has availed loans from the Banks. However, there was no instance of any one time settlement for reporting details vis-a-vis Valuation.

36. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

By order of Board of Directors

sd/-	sd/-
Rohit D. Shah	Saunil R. Shah
(Managing Director)	(Executive Director)
DIN:00543440	DIN: 07673046
Place: Ahmedabad Date: 07.09.2020
Registered Office: C-205, D-205, 2nd Floor,
Super Mall, Besides Lal Bungalow, C.G. Road, Navrangpura City Taluka
Ahmedabad-380009, Gujarat