To
The Members of
Radhika Jeweltech Limited Rajkot
Dear Members,
The Directors of your company take immense pleasure in presenting the 7thAnnual
Report on the business and operations of your Company along with the Annual Report and
Audited Financial Statements for the Financial Year ended on 31st March, 2023.
FINANCIAL RESULTS
(Amount in Lakhs)
| No. |
Particulars |
2022-23 |
2021-22 |
| 1 |
Sales and Other |
31,463.31 |
23472.74 |
|
Operating Income |
|
|
| 2 |
Less:Total Expenses |
27,456.48 |
19835.37 |
| 3 |
Profit before Exceptional |
4,006.84 |
3637.36 |
|
& Extraordinary items |
|
|
| 4 |
Exceptional item |
0.00 |
0.00 |
| 5 |
Profit before Tax (PBT) |
4,006.84 |
3637.36 |
| 6 |
Less: Tax Expenses: |
|
|
|
1) Current Tax |
1,042.53 |
930.00 |
|
2) Deferred Tax |
(4.78) |
1.33 |
| 7 |
Other comprehensive |
(3.13) |
1.39 |
|
income |
|
|
| 8 |
Profit After Tax (PAT) |
2,965.96 |
2707.43 |
FINANCIAL PERFORMANCE:
The revenue from operations of the company for the year ended March 31,
2023 has been jumped from 23,278.14 Lakhs to 31,272.85 Lakhs and the Net profit after tax
has also been jumped from 2,707.43 Lakhs to 2,965.96
Lakhs during the year under report.
RESERVE:
No amount is appropriated from Profit & Loss Account and
transferred to any reserve account.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company during
the year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the company to which
the financial statements relate and the date of this report.
DIVIDEND:
During the year under review, The Board of Directors, at their meeting,
held on September 06, 2022, have declared and paid Interim Dividend for the financial year
2022-23 of
1.00/- (at the rate of 10%) per equity share having face value of 10/-
each fully paid-up, absorbing a sum of 236
Lakhs, to those shareholders whose names appear in the Register of
Members and / or Depositories respectively, as at the close of working hours on Wednesday,
September 15, 2022, being the Record Date fixed by the Company for this purpose.
In order to reward the shareholders on an ongoing basis, your Company
has formulated Dividend Distribution Policy, for bringing transparency in the matter of
declaration of dividend and to protect the interest of investors. The Dividend Policy is
available on the website of the Company: http://radhikajeweltech.com/Investors. The
dividend payout in each year will be subject to the investment requirements of the annual
operating plan for the year and any other strategic priorities identified by the Company.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary, Joint venture or Associate
Company.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 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 Companys website- www.
radhikajeweltech.com.
DEPOSITS:
The Company has not accepted any deposit from the public within the
meaning of chapter V of the Companies Act 2013, and rules framed there under.
DIRECTORS AND KMP:
Re-appointment/Appointment
As per the provisions of the Companies Act, 2013, Mr. Hareshbhai
Mathurbhai Zinzuwadia, Whole-time Director (DIN:07505968) retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment. The
Board recommends the reappointment of Mr. Hareshbhai Mathurbhai Zinzuwadiaas Whole-time
Director of the company
Declaration by Independent Director
Independent Director have given necessary declaration under Section
149(7) of the Companies Act, 2013 and as per the said declarations, they meet the criteria
of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015.
Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of
the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(a) Ashokkumar Mathurdas Zinzuwadia – Managing Director (b)
Hareshbhai Mathurbhai Zinzuwadia – Whole Time Director (c) Darshit Ashokbhai
Zinzuwadia - Whole Time Director (b) Vipulkumar Dhirendralal Parmar– CFO
(c) Aditi Prafulbhai Gorasia – Company Secretary and Compliance
officer
There was no change in the KMPs during the year under review.
COMMITTEES OF THE BOARD:
The Company has constituted various committees. Following committees
has been established as a part of the best corporate governance practices and are in
compliance with the requirements of the relevant provisions of Companies Act, 2013 and
SEBI (LODR) Regulation, 2015:
1) Audit Committee
2) Shareholder and Investor Grievance Committee
3) Nomination and Remuneration Committee
4) Corporate Social Responsibility Committee
A detailed note on the board and its committees is provided in the
Corporate Governance Report forming part of this Annual Report.
BOARD EVALUATION:
Pursuant to the section 134 (p) of Companies Act,2013 read with Rule 8
(4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance valuation
of its own performance, the Directors individually, as well as the Board Committees.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remunerations provided in Section 178(3) of the Companies Act 2013,
The Remuneration Policy is stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY:
In todays economic environment, Risk management is a very
important part of business. The main aim of risk management is to identify, monitor and
take precautionary measures in respect of the events that may pose risk for the business.
Companys risk management is embedded in the business processes and thereby reduces
the risk to its possible extent.
The Board periodically reviews the operations of the Company and
identifies the risk / potential risk, if any to the Company and implement the necessary
course of action(s) which the Board deems fit in the best interest of the Company.
Further almost all the business operations are being carried out
directly under the supervision and control of the Managing Director leaving no scope of
any fraud or irregularities.
MEETINGS:
During the year under review Ten Board Meetings were convened and held.
And Six Audit Committee meeting were convened and held. The details of which are given in
the Corporate Governance Report, which forms a part of this Annual Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review
as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015is presented in a separate section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to
ensure that all assets are safeguarded and protected against loss from unauthorized use or
disposition and that transaction are authorized, recorded and reported correctly. The
Company has effective system in place for achieving efficiency in operations, optimum and
effective utilization of resources, monitoring thereof and compliance with applicable
laws.
AUDITORS:
(A)Statutory Auditors
The company has appointed M/s. Panchal S K & Associates, Chartered
Accountants, (TKC), (ICAI Firm Registration No. 145989W), as Statutory Auditors to fill
the casual vacancy caused by resignation of M/s. Tarun Kandhari & Co LLP, Chartered
Accountants, (TKC), (ICAI Firm Registration No. 006108C/N500042) to hold office from the
conclusion ofthe till the conclusion of the ensuing Annual General Meeting.
Panchal S K & Associates has valid peer review certificate. Panchal
S K & Associates is primarily engaged in providing audit and assurance services to the
clients since 2017.
The company has received a consent and certificate from M/s. Panchal S
K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W) to the
effect that if they are re-appointed then it would be in accordance with the provisions of
Companies Act, 2013. Therefore, the Board of Directors, hereby proposes the re-appointment
of M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No.
145989W) as statutory auditor of the company to hold office from the conclusion of 7th
Annual General Meeting till the conclusion of 12th Annual General Meeting at a
remuneration as may be decided by board of directors in consultation with the said
auditor.
The Auditors Report does not contain any qualification,
reservation or adverse remark or disclaimer.
(B) Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013, The Board has
appointed Sandip Naidyapara of S. V. Nadiyapara and Co., Practising Company Secretary,
Rajkot to conduct Secretarial Audit for the financial year 2022-23. The Company provided
all assistance and facilities to the Secretarial Auditor for conducting their audit. The
Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith
marked as
Annexure B to this Report. The report does not contain any
qualification, reservation and adverse remarks.
COST AUDIT:
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not made any transactions, as stated in Section 186 of
the Companies Act, 2013 and hence the details are not applicable to the company.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by Companies Act,
2013. The report on Corporate Governance as stipulated under Companies Act, 2013 forms
part of this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arms length basis. The Policy on materiality of related party transactions and
dealing with related party transactions as approved by the Board and Audit committee.
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in subsection (1) of section 188 of the Companies
Act, 2013 including certain arms length transactions under third proviso thereto is
disclosed in Form No. AOC -2 annexed as Annexure C with this report. Your
Companys Policy on related Party Transactions, as adopted by the Board, can be
accessed on the companys website.
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 Companys 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 is responsible for implementation of the
Code. All Board of Directors and the designated employees have confirmed compliance with
the Code.
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:
This is to inform that the Company has adopted a Code of Conduct for
its employees including the Directors. We confirm that the Company has in respect of the
financial year ended 31st March, 2023 received from the senior management team
of the Company and the Members of the Board, a declaration of compliance with the Code of
Conduct.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism under Section 177(9) of the
Companies Act, 2013 read with Companies (Meetings of Board and Its Powers) Rule, 2014 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and
other stakeholders to raise concerns, violation of legal or regulatory requirements,
misrepresentation of any financial statement and to report actual or suspected fraud or
violation of the Code of Conduct of the Company.
DISCLOSURE UNDER WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
ENVIRONMENT, HEALTH AND SAFETY:
The Company is conscious of the importance of environmentally clean
& safe operations. The Companys policy requires conduct of operation in such a
manner, so as to ensure safety of all concerned, compliances environmental regulations and
preservation of natural resources.
INDUSTRIAL RELATIONS:
Relations with the Companys employees continue to be cordial. The
Company has a good track record of harmonious relations with employees and all stake
holders
PARTICULARS OF EMPLOYEES:
The information pertaining to Section 197(12) read with Rule 5(1) of
the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as
Annexure D.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility Committee (CSR Committee) of the
Company has been formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the
Company, which has been approved by the Board.
In compliance with Section 135 of the Act, the Company has undertaken
CSR activities, projects and programs as provided in the CSR Policy of the Company. The
brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the
initiatives undertaken by the Company on
CSR activities during the year are set out in Annexure-E of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
The company considers social responsibility as an integral part of its
business activities and endeavors to utilize allocable CSR budget for the benefit of
society. The CSR initiatives company are on the focus areas approved by the Board
benefitting the community.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
Part (A) & (B) pertaining to conservation of energy and technology
absorption are not applicable to your Company.
(C) Foreign exchange earnings and Outgo:
The company has neither earned nor outgo of foreign exchange.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments which has occurred
between the end of the financial year of the Company to which the financial statements
relate and the date of the report. However, during the year under review, the board of
directors, at its meeting held on Thursday, March 23, 2023, Approved the
sub-division/Split of 1 (One) Equity shares of face value of 10/- (Rupees Ten) each
paid-up into 5 (Five) Equity Shares of 2/- (Rupees Two) each fully paid-up to eligible
shareholders whose names are recorded on the list of beneficiaries maintained by
depository as on Friday, May 26, 2023 (Record Date).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby confirmed that: a) In the preparation of the annual accounts for
the year ended March 31,2023,theapplicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no material departures
from the same;
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 as at March 31, 2023
and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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;
Date: 01.09.2023 Place: Rajkot e) The Directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
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 Companys activities during the year under review.
Your directors also acknowledge gratefully the shareholders for their support and
confidence reposed on the Company.
By Order of the Board For, RADHIKA JEWELTECH LIMITED
Sd/-Ashokkumar M. Zinzuwadia Managing Director DIN: 07505964
+91-9892691696
