Palm Jewels Ltd Directors Report.

DIRECTORS REPORT

To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

T he Board’s Report is prepared based on the stand alone financial statements of the company.

PARTICULAR 2017-18 2016-17
Total Income for the year was 21,55,51,200 5,52,38,335
Operating & Administrative expenses 21,42,02,971 5,50,36,041
Profit/(Loss) Before Depreciation And Taxes 13,68,754 3,06,268
Less: Depreciation 87,728 51,987
Net Profit/(Loss) Before Tax 12,81,026 2,54,281
Less: Provision For Tax 4,00,000 1,00,280
Deferred Tax (2,154) (178)
Profit/(Loss) After Tax 8,75,605 1,53,823
EPS 0.50 0.49

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2018 and Statement of Profit & Loss together with Notes forming part thereto ("Financial Statement") for the year ended on 31st March, 2018 and Report of the Board of Directors and Auditors thereon.

Total Revenue from operation of the company is Rs. 21,55,51,200/- And the net Profit after tax is Rs. 8,75,605 For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2018.

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 do not apply.

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 & KEY MANAGERIAL PERSONNEL

• Mrs. Chetana Rohitbhai Shah (DIN: 00538673) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re- appointment.

• During the year under review, the board of directors of the company has appointed Mr. Rohit Dalpatbhai Shah as Managing director, Mr. Saunil Rohitkumar Shah as a Whole time Director and Mr. Naishadh Jagdishkumar Sadhu as a Chief Financial Officer of the Company.

• The Board of director has appointed Mr. Dilipkumar Sureshbhai Shah as on 24.02.2018 as an additional Independent director of the company and proposed their regularisation for a period of five year at forthcoming annual general meeting.

? The Board of Director has also Appointed Mrs. Nidhi Jain as on 29.03.2018 as an Additional Independent Director of the Company and She Resigned From the Post of Additional Independent Director w.e.f. 06.08.2018 Due to Personal and unavoidable circumstances.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eight (8) times on 06/04/2017, 14/09/2017, 16/10/2017, 13/01/2018, 24/02/2018, 12/03/2018, 14/03/2018, and 29/03/2018, 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. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 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/Committee. 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 Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

1 0. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, 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 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; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

11. 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.

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Company has made Following Allotments:

Date of No. of Shares Allotted Nature of Issue
Allotment
13-01-2018 11,14,690 Preferential issue against Conversion of Stock
12-03-2018 3,36,333 Preferential issue against Conversion of Unsecured Loan
14-03-2018 26,49,035 Bonus Issue to existing shareholders in the Proportion of 2 equity shares for every 3 equity shares held

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY

? During the Period under review the company has been converted from Private Limited Company to Public Limited Company on 21st February 2018.

? Except as mentioned above there are No other 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 on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9, is annexed herewith as "Annexure - A"

1 5. 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 Company shall place the matter relating to such appointment for ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/s A. K. SHAH & ASSOCIATES (FRN-109748W), Chartered Accountants, as the Statutory Auditors of the Company.

? 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.

16. 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.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. 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.

19. 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.

20. 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.

21. 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.

22. 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

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

? Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on March 29, 2018 as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Company’s Equity Shares).

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. Dilipkumar Shah Chairman Non-Executive-Independent Director 1 1
Mrs. Nidhi Jain Member Non-Executive-Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive Director 1 1

? Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Company’s Equity Shares)vide board resolution dated March 29, 2018. The Nomination and Remuneration Committee comprises the following members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Mr. Dilipkumar Shah Chairman Non-Executive-Independent Director 1 1
Mrs. Nidhi Jain Member Non-Executive-Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive- Director 1 1

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 – C"

? Stakeholder’s Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Company’s equity shares)vide board resolution dated March 29, 2018.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Chetna R Shah Chairman Non-Executive Director 1 1
Mr. Dilipkumar Shah Member Non-Executive-Independent Director 1 1
Mr. Saunil R Shah Member Executive Director 1 1

? Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on March 29, 2018 in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

Name Designation Category No. of Meetings held during the Period
Held Attended
Mrs. Nidhi Jain Chairman Non-Executive- Independent Director 1 1
Mrs. Chetna R Shah Member Non-Executive- Director 1 1
Mr. Dilipkumar Shah Member Non-Executive- 1 1
Independent Director

2 4. 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 of as per "Annexure – D"

25. CORPORATE GOVERNANCE

Since the Company’s Securities are not listed during the year under review, Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable to Our Company, hence Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.

26. 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.

For and on behalf of Board
DATE: 01/09/2018 SD/- SD/-
P : AHMEDABAD LACE Rohit Dalpatbhai Shah Saunil Rohitkumar Shah
Managing Director Whole Time Director