Shantivijay Jewels Ltd Directors Report

TO THE MEMBERS,

SHANTIVIJAY JEWELS LIMITED

Your Directors present their 50^th Annual Report and the Audited Statement of Accounts for the year ended March 31,2023.

1. FINANCIAL RESULTS / STATE OF AFFAIRS Particulars

Income from operations Less : Expenses Depreciation

Profit /(Loss) from operations before other income and finance costs

Add: Other Income

Profit/(Loss) from ordinary activities before finance costs

Less: Finance Cost

Profit/(Loss) from ordinary activities before tax

Less: Extra-ordinary Item- diminution in value of Investments

Profit before Tax Less: Tax expenses

Profit/(Loss) for the period Earnings Per Share (Rs.)

2. DIVIDEND / TRANSFER TO RESERVE(S)

With a view to conserve resources, your Directors have not recommended any dividend for the year under review. No amount is transferred to any reserve.

3. DETAILS OF MEETINGS OF THE BOARD

During the year, 8(Eight) Board meetings were held on

01.04.2022, 30.06.2022, 16.08.2022, 09.09.2022,

22.11.2022, 01.02.2023, 02.02.2023 and 22.03.2023. Details of attendance by each Director at the said Board meetings are as under:

Name of Director (s)	Board Meetings attended during FY 2022-23
Shri. Pradeep Kumar Godha	8
Shri. Anurag Godha	8
Shri. Nagin Chand Godha	8
Shri Udit Jain	8
Shri Nikhil Nevatia	8

 

Standalone		Consolidated
2022-23	2021-22	2022-23	2021-22
20437.30	21624.16	22162.45	23916.20
19914.93	20520.58	21719.65	22729.63
62.43	66.76	69.70	72.16
459.94	1036.82	373.10	1114.41
241.48	374.98	237.87	369.41
701.42	1411.80	610.97	1483.82
64.00	67.77	64.64	68.44
637.42	1344.03	546.33	1415.38
?	8.00	?	8.00
637.42	1336.03	546.33	1407.38
182.64	383.56	182.64	383.56
454.78	952.47	363.69	1023.82
15.15	31.73	12.12	34.10

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the year under review.

5. CHANGES IN SHARES CAPITAL

The paid-up share capital as of March 31,2023 stood at INR 300.20 lakhs. During the year under review, the Company has not issued any shares nor has granted any stock option or sweat equity

6. SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

The Company has two subsidiary companies, namely, Shantivijay International Limited, Mauritius with its one step down subsidiary, Shantivijay Impex DMCC. There are no changes in subsidiaries. There are no joint venture or associate companies.

In accordance with Section 129(3) of the Companies Act 2013, consolidated financial statements of the Company and all its subsidiaries are prepared, which form part of Annual Report. Further a statement containing salient features of the financial statement of our Subsidiaries in the prescribed format AOC-1 is included in the Report as Annexure ‘A and forms as integral part of this Report.

The statement also provides the details of performance, financial position of each of the Subsidiaries.

7. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available in prescribed format on the Companys website on www.shantivijay.com

8. BOARD OF DIRECTORS AND COMMITTEES

In accordance with the provisions of the Companies Act, 2013, Shri. Anurag Godha, Director, has offered to retire by rotation and, being eligible, offers himself for reappointment.

During the year, Shri Nikhil Nevatia, being Additional Director, was appointed as Non-executive Director liable to retire by rotation at 49^th AGM of the Company held on

15.11.2022.

Shri. Pradeep Kumar Godha and Shri. Anurag Godha were reappointed as the Managing Directors of the Company for a period of three years effective 01.09.2022 which appointments were approved by the members at 49^th AGM of the Company.

The Board of Directors presently is comprised of Shri Pradeep Kumar Godha as CMD, Shri Anurag Godha as VCMD, Shri Nagin Chand Godha and Shri Udit Jain as the Independent Directors(IDs) and Shri. Nikhil Nevatia as the Non-executive Director (NED).

Audit Committee (AC) comprised of Shri. Nagin Chand Godha as Chairman and Shri Udit Jain, both IDs and Shri Nikhil Nevatia, NED as members. During the year, 4(Four) AC meetings were held on 01.04.2022, 09.09.2022, 22.11.2022 and 22.03.2023 which were attended by all the said members.

Nomination & Remuneration Committee (NRC) comprised of Shri. Nagin Chand Godha as Chairman and Shri Udit Jain, both IDs and Shri Nikhil Nevatia, NED as the members. During the year, 1(One) NRC meeting was held on 16.08.2022 which was attended by all the said members.

During the year, Corporate Social Responsibility Committee (CSR) comprising of Shri. Pradeep Kumar Godha, CMD, Shri. Anurag Godha, VCMD and Shri. Nagin Chand Godha, ID as members was constituted. During the year, 1(One) CSR meeting was held on 09.09.2022 which was attended by all the said members.

Independent Directors have given written declarations to the Company confirming that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued there under as well as Listing Regulations and are

independent from Management. All the Independent Directors of the Company have registered their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

9. KEY MANAGERIAL PERSONNEL

Provisions of Section 203 are not applicable to the Company.

10. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY

The details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

12. RELATED PARTY TRANSACTIONS

Particulars of related party transactions are given in prescribed Form AOC-2 annexed as Annexure ‘B.

13. 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.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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/loss 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 the 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. 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.

15. INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Your Companys internal control systems commensurate with the nature and size of its business operations. Your Company has adequate internal financial controls in place to ensure safeguarding of its assets, prevention of frauds and errors, protection against loss from unauthorized use or disposition and the transactions are authorised, recorded and reported diligently in the Financial Statements.

16. PARTICULARS OF EMPLOYEES

Disclosure of particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company.

17. STATUTORY AUDITOR & AUDITORS REPORT

Shri. B. F. Chordia, Proprietor, B. F. Chordia & Co., Chartered Accountants, Mumbai (Firm Registration No.: 101914W), Statutory Auditors of the Company ceased to be Auditors on 12.01.2023 upon death.

Ashish Shah & Associates, Chartered Accountants, (Firm Registration No.: 146564W), were appointed Statutory Auditors of the Company to fill casual vacancy caused by death as aforesaid, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting (AGM).

Accordingly, the Board have approved reappointment of Ashish Shah & Associates, based on the recommendations of the Audit Committee, subject to approval of the Members of the Company at ensuing AGM. The Notice of ensuing 50th Annual General Meeting includes the proposal for seeking Members approval for the re-appointment of M/s. Ashish Shah & Associates as the Statutory Auditors, for a term of 5 (five) years commencing from the conclusion of the 50th AGM until the conclusion of the 55^th AGM to be held in the year 2028.

Ashish Shah & Associates has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Companies Act,2013 and the Companies (Audit and Auditors) Rules 2014 for appointment as the Statutory Auditors of the Company for a term of 5 (five) years.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31, 2023. The said Auditors Report(s) for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March 31, 2023 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detailed Policy on Corporate Social Responsibility is available on the website of the Company on the web link: https://shantivijay.com/pdf/CSR_Policy_Shantivijay_ Jewels_Limited.pdf

19. NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy (NRP) which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management of the Company is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

Salient features of the NRP are as under:

Role & Responsibility of the NRC: The role and responsibilities of the Nomination and Remuneration Committee shall be as per the applicable provisions of the Companies Act, 2013 and rules, if any, made there under as amended from time to time.

Criteria and qualification for nomination & appointment: A person to be appointed as Director or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/ she is being considered for.

Policy on remuneration: The remuneration policy endorses appropriate remuneration to all directors, and employees of the Company consistent with the performance of the Company. The Nomination and

Remuneration Policy as approved by the Board of Directors of the Company to be posted on the website of the Company. The Remuneration policy for all the employees is designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organisation.

Executive Directors: The Company remunerates its Executive Directors by way of salary and perquisites based on performance of the Company. Remuneration is paid as approved by the shareholders as per the stipulated limits of the Companies Act, 2013 and the Rules made thereunder and / or enabling provisions thereof.

The remuneration paid to the Executive Directors is also determined keeping in view the industry benchmark and the performance of the Company.

Non-executive Directors: Non-executive Directors may be remunerated by way of sitting fees for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made thereunder as may be approved by the Board from time to time.

Key Managerial Personnel and other employees: The

remuneration other employees largely consists of basic salary, perquisites, allowances. Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee.

NRP is also available on the website of the Company on the web link: https://shantivijay.com/pdf/Nomination_&_ Remuneration_Policy_Shantivijay_Jewels_limited.pdf.

20. DISCLOSURE ON WOMEN AT WORKPLACE

The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of women at work places. During the year under review, no complaint was pending at the beginning and end of the year and no complaint was received or required to be resolved.

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

(A) Conservation of energy-

(i) Steps taken or impact on conservation of energy: No specific steps are taken on conservation of energy.

(ii) Steps taken by the Company for utilizing alternative sources of energy:

No specific steps are taken for utilizing alternative sources of energy.

(iii) Capital investment on energy conservation equipments: Nil.

(B) Technology absorption-

(i) The efforts made towards technology absorption:

The Company keeps itself abreast of the technical developments in Companys line of products world wide and tries to bring about improvements in the product for better yield, quality and cost effectiveness, etc.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

As a result of above, the following benefits are achieved:

• Cost Reduction

• Achievement in precision & quality

• Use of indigenous equipment as import substitute.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has not imported any technology

(iv) The expenditure incurred on Research and Development: Nil.

(C) Foreign exchange earnings and Outgo-

	(Rs. in Lakhs)
	2022-23	2021-22
Foreign Exchange earned:	20082.94	21281.21
Foreign Exchange used:	6591.99	7574.53

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material change and commitments affecting financial position of the Company occurred between the end of financial year and the date of this report.

23. RISK MANAGEMENT POLICY

The Company has not developed and implemented a formal risk management policy for the Company. However, the Board of Directors periodically as a part of its review of the business consider and discuss the external and internal risk factors like markets related, foreign currency

rate fluctuations, supply/logistics related, debtors collections, Government policy related matters that may threaten the existence of the Company.

24. SECRETARIAL STANDARD

The Company has complied with all mandatory Secretarial Standards.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 (“the Code”). Further, there is no application or proceeding pending against your Company under the Code.

26. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR

FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan/ facility availed or/and still in existence.

27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There are no amount or unclaimed and unpaid dividends due to be transferred to the IEPF account.

28. ACKNOWLEDGEMENT

The Directors would like to place on record their appreciation for the valuable co-operation extended to the Company by the employees of the Company, Government Departments, Bankers, Suppliers, Customers and Investors at large for their continuous support to the Company.

	FOR AND ON BEHALF OF THE BOARD
	Sd/-
	PRADEEP KUMAR GODHA
Place: Mumbai	CHAIRMAN & MANAGING DIRECTOR
Dated: 21.08.2023	DIN-00008194