Swarnsarita Jewels India Ltd Management Discussions

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Swarnsarita Jewels India Ltd Share Price Management Discussions

DIAMOND INDUSTRY LEADERS DISCUSS WAYS TO FOSTER ECONOMIC GROWTH AT B20 SUMMIT IN SURAT:

The Business 20 [B20] Surat Meet, the official G20 dialogue forum with the global business community, took place in Surat, India on 1st July, 2023. The event was organised by the Confederation of Indian Industry [CII], with Shree Ramkrishna Exports Pvt. Ltd. (SRK] as the supporting partner.

The B20 India 2023 dialogue, held under the theme of RAISE [Responsible, Accelerated, Innovative, Sustainable & Equitable Businesses], brought together approximately 200 delegates from G20 countries representing various sectors, including diamond, textiles, finance, and banking industries. The event provided an opportunity for business leaders to share their insights and policy recommendations on various economic topics.

The keynote speakers at the event included Union Cabinet Minister of Ports, Shipping and Waterways & Ministry of Ayush Shri Sarbananda Sonowal and State Minister of State for Home, Industries, Transport, Youth, Sports Shri Harsh Sanghavi. Other dignitaries included Nippon Life India Asset Management Ltd. CEO Sundeep Sikka, Tata Chemicals Executive Director Zarir Langrana, SRK Brand Custodian Shreyans Dholakia, Natural Diamond Council MD Richa Singh, GIA Executive VP Tom Moses, Edelweiss Financial Services Ltd. MD Gopal Agrawal.

During his inaugural keynote speech, Shreyans Dholakia remarked, We have gathered here to acknowledge and to embrace the spirit of internationalism and recognise that we are indeed global citizens. Today, our company SRK stands as a testament to the power of embracing this interconnectedness. We have successfully fostered strong trade relations with 80+ countries across the globe."

One of the highlights of the event was the Round Table Discussion on the ‘Future of Diamond Industry in India in 2030. This session brought together key stakeholders to explore and address the significant issues that will shape the trajectory of the diamond industry in India over the next decade. The outcomes of the discussion will contribute to recommendations and strategies that will shape the future of the diamond industry in India and beyond.

Shreyans Dholakia added, ‘‘Amongst the segments, luxury growth will continue to be a sweet spot. Surat will keep contributing to Indias global export adding values to its products with environmental and climate protection being the very core to the existence and continuity of human civilization."

During the B20 meet, the delegates had the opportunity to visit the Diamond Research and Mercantile City (DREAM City], an upcoming business district in Surat. They also toured Shree Ramkrishna Exports diamond crafting facility, SRK Empire, which is recognised as one of the highest-ranking "green" buildings globally.

The B20 Summit in Surat provided a platform for industry leaders to collaborate, exchange ideas, and foster economic growth while promoting sustainable practices in the diamond industry. With the events successful conclusion, the focus now shifts to implementing the recommendations and strategies formulated during the discussions, ensuring a brighter future for the diamond industry in India and beyond.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company is a part of an Industry, which largely operates through unorganized constituents. However, unlike the industry, the Company has attempted to operate through as systematic and organized manner as possible. However, since Diamonds and Jewellery is one industry, in which India holds, commendable position in the world, akin to the software industry, one can look forward to more international involvement coming up in this industry.

OPPORTUNITIES AND THREATS:

Following can be termed as the opportunities / strengths of the Company:

- Induction of widely experienced and specialized personnel on the Board.

- Good combination of technical as well as advisory personnel in the management.

- Some of the world retail majors have decided sometime back to source part of their requirements from India. This shall further the growth of the Diamond industry in India.

- The unfavourable government policies cut throat competition amongst manufacturers and exporters remains major concerns for the Gems and Jewellery Business.

OIITI.OOK

Growth of the Gems and Jewellery Industry is expected to be moderate to better in the years to come depending on the policies of the Government. However Gems and Jewellery Industry is seeing robust growth in the years to come. The Growth rate of the Gems and Jewellery Industry is closely related to the growth of the other Sector and hence movements and developments in the other sectors would also indirectly affect the future of Gems and Jewellery Industry.

CHANGES IN KEY FINANCIAL RATIOS:

Pursuant to provisions of Regulation 34(3] of SEBI (LODR] Regulation, 2015 read with Schedule V part B (1] details of changes in Key Financial Ratios is given hereunder:-

S. NO. Key Financial Ratio

FY 2022-23 FY 2021-22

1. Debtors Turnover Ratio

Times 09.51 09.61

2. Inventory Turnover Ratio

Times 10.49 10.34

3. Interest Coverage Ratio

Times 1.69 2.20

4. Current Ratio

Times 1.98 2.05

5. Debt Equity Ratio

Times 0.99 1.11

6. Operation Profit Margin

Times 2.40 2.22

7. Net Profit Margin

Times 0.60 0.96

8. Change in Return on Net Worth

Times 6.21 7.13

RISK AND CONCERNS

Looking at the scenario in India in case of gems and jewellery industry, Risks associated with operating in a particular industry and include risks arising from demand changes, changes in customers choice and industry changes. Gold price fluctuation risk could arise on account of frequent changes in gold prices either up or downside momentum. It could have adverse impact on earnings. Forex risks could arise from the company being exposed to foreign currency fluctuations, which could impact its rupee earnings. Diamond prices usually are not very volatile over a long period of time.

DISCUSSION ON FINANCIAL PERFORMANCE OF THE COMPANY:

The financial performance of the Company has declined in the year under review.

During the year under review, the Standalone total Income was Rs.85,168.66/- Lakhs as against Rs.84,952.65/- Lakhs for the corresponding previous year.

Total Comprehensive income for the period was Rs. 504.46/-Lakhs as against Rs. 818.12 /-Lakhs in the corresponding previous year.

INDUSTRIAL RELATIONS AND HITMAN RESOURCES:

The companys philosophy of grooming leadership from within, and giving first right of refusal to internal talent for new open positions, inspires higher levels of loyalty to the organization. This has resulted in a very strong, deeply acculturated mid-layer with long tenures in the company. This cohort played a pivotal role in seamlessly integrating new talent in FY 2023 and added significant value through their contributions and contextual knowledge.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which it operates, changes in the Government regulations, tax laws and other statutes, any epidemic or pandemic, natural calamities over which we do not have any direct/indirect control.

For and on behalf of the Board of Directors of Swarnsarita Jewels India Limited

Sd/-

Sd/-

Place: Mumbai Date: 31.08.2023

Mahendra Madanlal Chordia Managing Director DIN:00175686

Sunny Mahendra Chordia Whole-time Director DIN:066640

NOMINATION AND REMUNERATION POLICY

FOREWORD

A transparent, fair and reasonable process for selection of directors, key managerial personnel and senior management and appropriate remuneration at all levels of the Company is required to ensure that Shareholders remain informed and confident in the management of the Company. The Company also understands the importance of attracting and maintaining high quality individuals for managing its affairs from directors level right through to support staff.

CONSTITUTION OF COMMITTEE

The Board of Directors of the Company [the Board] constituted the committee to be known as the Nomination and Remuneration/Compensation Committee consisting of three or more non executive directors out of which not less than one-half are independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non-executive] may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee."

OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 under the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees.

The Key Objectives of the Committee would be:

- To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

- To formulation of criteria for evaluation of Independent Director and the Board.

- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

- To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

- To develop a succession plan for the Board and to regularly review the plan.

- To assist the Board in fulfilling responsibilities.

- To Implement and monitor policies and processes regarding principles of corporate governance.

Section 178 [4) of the Companies Act, 2013 stipulates that while formulating the policy the Committees hall ensure that —

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

APPLICABILITY

- Directors [Executive and Non-Executive]

- Key Managerial Personnel

- Senior Management Personnel

DEFINITIONS:

The definitions of some of the key terms used in this Policy are given below.

"Act" shall mean the Companies Act, 2013 and the Rules made there under, including the modifications, amendments, clarifications, circulars or re-enactment thereof.

"Board" refers to collective body of Board of Directors of the Company.

"Committee" means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

"Company" means Swarnsarita Jewels India Limited (Formerly known as Swarnsarita Gems Limited],

"Directors" means a director as defined under section 2(34] of the act except nominee director and director appointed by small shareholders.

"Independent Director" means a Director referred to in Section 149 (6] of the Companies Act, 2013.

"Key Managerial Personnel" means key managerial personnel as defined under the Companies Act,2013 and includes -

- Managing Director, or Executive Director or manager and in their absence, a whole- time director; (includes Executive Chairman]

- Company Secretary;

- Chief Financial Officer; and

- Such other officer as may be prescribed.

"Policy" or "This policy" means Nomination and Remuneration Policy.

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income Tax Act, 1961.

"Senior Management" Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and the Listing Agreement as may be amended from time to time shall have the meaning respectively assigned to them therein.

ROLE AND POWER OF THE COMMITTEE:-

Matters to be dealt with, perused and recommended to the Board bv the Nomination and Remuneration Committee:

The Committee shall:

- formulation of the criteria for determining qualifications, positive attributes and independence ofa director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of performance of independent directors and the board of directors;

- devising a policy on diversity of board of directors;

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Policy for appointment and removal of Director. KMP and Senior Management

(i) . Appointment criteria and qualifications

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c. The Company shall not appoint or continue the employment of any person as Whole time Director who has attained the age of seventy years. Provided that the term of the person holding this position maybe extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

(ii) . Term / Tenure

a. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b. Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

c. Evaluation

- The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly],

d. Removal

- Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

e. Retirement

- The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Policy relating to the Remuneration for the Whole-time Director. KMP and Senior Management Personnel

(i). General:

- The remuneration / compensation / commission etc. to the Whole-time Director,

KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required;

- The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act;

- Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director;

- Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

(ii). Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

- Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

- Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director/Managing Director/Executive Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

- Provisions for excess remuneration:

If any Whole-time Director/Managing Director/Executive Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

(iii). Remuneration to Non- Executive / Independent Director:

- Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

- Sitting Fees

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

- Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

- Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

MEMBERSHIP:- The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

- Minimum two (2] members shall constitute a quorum for the Committee meeting.

- Membership of the Committee shall be disclosed in the Annual Report.

- Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN:- Chairman of the Committee shall be an Independent Director;

- Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee;

- In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman;

- Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

COMMITTEE MEMBERS INTERESTS

A member of the Committee is not entitled to be present when his or her own remuneration is discussed ata meeting or when his or her performance is being evaluated.

The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

VOTING

- Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

- In the case of equality of votes, the Chairman of the meeting will have a casting vote.

MINUTES OF COMMITTEE MEETING

- Proceedings of all meetings must be minutes and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

IMPLEMENTATION

- The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

- The Committee may Delegate any of its powers to one or more of its members.

AMENDMENTS TO THE POLICY

- The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit.

AMENDMENTS IN THE LAW

- Any subsequent amendment/modification in the listing agreement and/or other applicable laws in this regard shall automatically apply to this Policy.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF SWARNSARITA JEWELS INDIA LIMITED

Place: Mumbai

Date: 31.08.2023 Sd/- Sd/-

Mahendra Madanlal Chordia Sunny Mahendra Chordia Managing Director Whole-time Director

DIN:00175686 DIN:06664041

PARTICULARS OF EMPLOYEE

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

i. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2022-23; and

ii. The percentage increase in remuneration of each Director, Managing Director & Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company in the Financial Year 2022-

23.

Name & Designation

Remuneration of each Director & KMP for Financial Year 2022-23 in (Rs.) - p.a % increase/ decrease in remuneration in the Financial Year 2022-23 Ratio of remuneration of each Directors to median remuneration of employees

A. Independent Directors

Mr. Dhruvin Bharat Shah

6,05,900.00 -

Mr. Deep Shailesh Lakhani

18,800.00 -

Mr. Umang Mitul Mehta

-

A. Executive Directors

Mr. Mahendra M. Chordia (MD)

72,00,000.00 -

Mr. Sunny M. Chordia (WTD)

60,00,000.00 -

Mrs. Rajul ChordiafWTD)

48,00,000.00 -

Mr. Sanket Dangi, (CFO)

18,00,000.00 -

Mr. Deepak Suthar, (CS)

5,10,000.00 ... -

MD - Managing Director, WTD- Whole Time Director, ED- Executive Director. CFO - Chief Financial Officer, CS -Company Secretary

notes:

1. Median remuneration of all the employees of the Company for the financial year 202 2-2023 is Rs.48042/-(average monthly salary)

The percentage increase/decrease in the median remuneration of employees in the financial year 2022-2023:-

Particulars

Financial Year 2022-23

(Rs.)

Financial Year 2021-22

(Rs.)

Increase (%)

Median remuneration of all employees (per month)

48042.00 48281.00 -0.49%

Note: The calculation of % increase in the median remuneration has been done based on comparable employees.

iii. The number of permanent employees on the rolls of Company:

There were 47 permanent employees on the roll of Company as on March 31, 2023.

iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification here of and point out if there are any exceptional circumstances for increase in the managerial remuneration.

• Average increase in the remuneration of all employees excluding KMPs:

• Average increase in the remuneration of KMPs:

v. Affirmation that the remuneration is as per the Remuneration Policy of the Company

PursuanttoRule5(l](xii]of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors of Swarnsarita

Jewels India Limited
Sd/- Sd/-
Mahendra Madanlal Sunny Mahendra

Place: Mumbai

Chordia Chordia

Date: 31.08.2023

Managing Director DIN: Whole-time Director
00175686 DIN:06664041

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(2)(a) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

Name of employees

Designation/ nature of duties Remunerati on received [Rs.] Per Annum Qualificatio

n

Exp-

rience in years

Age in years Date of commencement of employment Last employment held % of shareholding

Mr, Mahendra

Madanlal

Chordia

Managing

Director

72,00,000/- Graduate 27 Years 55 07/03/2011 Swarnsarita Jewellers Private Limited 3.84

Mrs, Rajul Chordia

Kolkata

Designer

Jewellery

Analyst

48,00,000/- Graduate 5 years 28 01/04/2018 NA NIL

Mr, Sunny

Mahendra

Chordia

Whole-time

Director

60,00,000/- Master in Global Management 7 year 30 17/10/2017 Swarnsarita Jewels India Ltd 2.03

Ms. Nishita Chordia

V.P.

Manufacturing

Division

36,00,000/- Graduate 5 Years 25 01/04/2018 NA NIL

Mrs, Asha M Chordia

Design

Research

Analyst

36,00,000/- HSC 15 Years 51 17/10/2017 Swarnsarita Jewellers Private Limited 1.11

Mr, Sanket Dangi

CFO 18,00,000/- MBA 9 Years 36 05/07/2015 ICICI BANK LTD 0.001

Mr. Naveen

Kumar

Hiran

International Operation Head 15,00,000/- B.E, 10

years

36 15/12/2013 TCS NIL

Mr, Bhimraj Gayri

Kolkata

Branch

Head

7,99,194/- HSC 8 years 33 01/11/2015 Swarnsarita Jewellers Private Limited Nil

Deepak Suthar

Company

Secretary

5,10,000/- cs-

Professional

3.8

years

33 14/12/2019 NA Nil

Amaresh Chandra Pandey

Production

Department

6,00,000/- Graduate 8 years 35 01/04/2015 Swarnsarita Jewellers Private Limited Nil

The below employees are related to the Directors of the Company.

names of employees

names of employees who are relatives of any Director

Mr. Mahendra M. Chordia

Mrs. Asha M. Chordia (Wife), Mr. Sunny M. Chordia (Son) and Mrs. Rajul Chordia (sons wife) Mrs. Nishita Chordia (Daughter)

Mr. Sunny Mahendra Chordia

Mr. Mahendra M. Chordia (Father) Mrs. Asha M. Chordia (Mother)Mrs. Rajul Chordia (wife) Mrs. Nishita Chordia (sister)

Mrs. Rajul Chordia

Mr. Sunny M Chordia(Husband), Mrs. Asha M. Chordia (Husbands mother), Mr. Mahendra M. Chordia (Husbands Father)

Mrs. Nishita Chordia

Mr. Mahendra M Chordia(Father) Mr. Sunny M Chordia(Brother)

FORM AOC-I

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint

ventures

[Pursuantto first proviso to sub-section [3] of section 129 read with rule 5 of Companies [Accounts] Rules, 2014]

Part "A": Subsidiaries

[Information in respect of each subsidiary to be presented with amounts in Lakhs]

1. SI. no.

1

2. Name of the subsidiary

M/s. Swarnsarita Trading Private Limited (earlier known as Swarnsarita Realty Private Limited]

3. Reporting period for the subsidiary concerned, if different from the holding companys reporting period.

March 31, 2023

4. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.

NA

5. Share capital

1000.00

6. Reserves & surplus

-37.68

7. Total assets

6,245.84

8. Total Liabilities

5,283.51

9. Investments

0.00

10. Turnover

2,134.63

11. Profit before taxation

170.71

12. Provision for taxation

44.16

13. Profit after taxation

126.55

14. Proposed Dividend

-

15. % of shareholding

100%

For Banshi fain and Associates For and on behalf of the Board of Directors

Chartered Accountants of Swarnsarita Jewels Limited

Firm Regn. No.- 100990W

Sd/-

Sd/-

Sd/-

R. B. Golecha Partner

Membership No. 035348

Mahendra M. Chordia Sunny M. Chordia

Managing Director

DIN: 00175686 Whole-time Director

DIN:066640

Place: Mumbai

Sd/-

Sd/-

Deepak Suthar, CS

Sanket Dangi, CFO

Part‘B": Associates and Toint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures

Nil

1. Latest audited Balance Sheet Date

2. Shares of Associate/Joint Ventures held by the company on the year end

No.

Amount of Investment in Associates/Joint Venture

Extend of Holding %

3. Description of how there is significant influence

4. Reason why the associate/joint venture is not consolidated

5. Net worth attributable to Shareholding as per latest audited Balance Sheet

6. Profit / Loss for the year

i. Considered in Consolidation

i. Not Considered in Consolidation

 

For Banshi Jain and Associates

For and on behalf of the Board of Directors

Chartered Accountants

of Swarnsarita Gems Limited

Firm Regn. No.- 100990W

Sd/-

Sd/- Sd/-

R. B. Golecha

Mahendra M. Chordia Sunny M. Chordia

Partner

Managing Director DIN: 00175686 Whole-time Director

Membership No. 035348

DIN:066640

Place: Mumbai

Sd/- Sd/-
Deepak Suthar, CS Sanket Dangi, CFO

SECRETARIAL AUDIT REPORT For the financial year ended March 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

SWARNSARITA JEWEL INDIA LIMITED

(Formerly known as Swarnsarita Gems Limited)

Regd. Office: 10, Floor-lst, Plot-40/42, Ruby Chambers Dhanji Street,

Zaveri Bazar, Mumbadevi, Mandavi, Mumbai - 400003.

Maharashtra, India.

I have conducted the secretarial audit of the compliance of applicable statutoiy provisions and the adherence to good corporate practices by Swarnsarita Jewel India Limited (hereinafter called the Company] [CIN: L36911MH1992PLC068283], The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my said verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2023 (Audit Period] complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, (subject to the observations mentioned in this report) in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2023 according to the provisions of:

(i] The Companies Act, 2013 (the Act] and the rules made thereunder as amended;

(ii] The Securities Contracts (Regulation] Act, 1956 (SCRA] and the rules made thereunder as amended;

(iii] The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder as amended;

(iv] Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (to the extent as may be applicable to the Company);

(v] The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act]: —

(a] The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers] Regulations, 2011;

(b] The Securities and Exchange Board of India [Prohibition of Insider Trading] Regulations, 2015;

[c] The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements] Regulations, 2015 (Not Applicable to the Company during the Audit Period);

[d] The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme] Guidelines, 1999(Not Applicable to the Company during the Audit Period);

(e] The Securities and Exchange Board of India (Issue and Listing of Debt Securities] Regulations, 2008 (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents] Regulations, 1993 regarding the Companies Act and dealing with client;

(g] The Securities and Exchange Board of India (Delisting of Equity Shares] Regulations, 2009(Not Applicable to the Company during the Audit Period); and

(h] The Securities and Exchange Board of India (Buyback of Securities] Regulations, 1998 (Not Applicable to the Company during the Audit Period);

(vi] There were no other specific laws applicable to the Company, taking into consideration the business operations of the Company

I have also examined compliance with the applicable clauses of the following:

(a] Secretarial Standards issued by The Institute of Company Secretaries of India;

(b] The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited along with SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 as applicable for respective periods.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to following observations:

- During the year under review, we have not found any documents related with compliance of IEPF rules, as amended.

I further report that:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

- Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- All the resolutions were passed with consent of majority Directors and minutes were prepared accordingly.

I further report that:

- there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, guidelines and standards.

For: M/s. DEEP SHUKLA & ASSOCIATES COMPANY SECRETARIES

(Peer Review Certificate No.: 2093/2022)

Sd/-

DEEP SHUKLA {PROPRIETOR}

FCS: 5652 CP. NO.5364

ANNEXIIRE TO THE SECRETARIAL AUDIT REPORT

To

The Members

SWARNSARITA JEWELS INDIA LIMITED

I further state that my said report of the even date has to be read along with this letter.

1. Maintenance of Secretarial/ Statutory Records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these records based on the audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records.

3.1 have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required I have obtained the Management representation about the compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination is limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For: M/s. DEEP SHUKLA & ASSOCIATES COMPANY SECRETARIES

(A peer reviewed unit)

Place: Mumbai Date:30/08/2023

Sd/-

DEEP SHUKLA (PROPRIETOR) FCS: 5652 CP. NO.5364

SECRETARIAT, COMPLIANCE REPORT

[Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019]

Annual Secretarial Compliance Report of "Swarnsarita Jewels India Limited" for the year ended March 31, 2023

We, Deep Shukla & Associates have examined:

(a) all the documents and records made available to us and explanation provided by Swarnsarita Jewels India Limited [CIN: L36911MH1992PLC068283] ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) other relevant document(s)/ filing, which has been relied upon to make this certification, for the year ended March 31, 2023 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued there under; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued there under, have been examined, are:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; [Not applicable during the review period]

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (to the extent applicable)-,

(e) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not applicable during the

review period]

(f) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not applicable

during the review period

(g) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable

during the review period]

(h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and

Redeemable Preference Shares) Regulations, 2013; [Not applicable during the review period]

(i) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (to the extent

applicable);

(j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993, as amended;

(k) The Securities and Exchange Board of India (Intermediaries) Regulations, 2008; [Not applicable during the

review period]

(1) Securities and Exchange Board of India (Depositories and Participant) Regulations,

2018; and circulars/guidelines issued thereunder;

We hereby report that, during the review period the compliance status of the listed entity is appended below: Additional Affirmations

Sr. No Particulars

Compliance

Status

(Yes/No/

NA)

Observation s/ Remarks by PCS*

1 Secretarial Standards: We have conducted a review of the compliance of listed entity in accordance with the applicable Secretarial Standards (SS] issued by the Institute of Company Secretaries India [ICSI],

Yes

2 Adoption and timely Updating of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of board of directors / committees, as may be applicable of the listed entity, • All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/ circulars/guidelines issued by SEBI,

Yes

3 Maintenance and disclosures on Website: • The listed entity is maintaining a functional website, • Timely dissemination of the documents/ information under a separate section on the website, • Web-links provided in annual corporate governance reports under Regulation 27(2] are accurate and specific which redirects to the relevant document(s)/ section of the website.

Yes

4 Disqualification of Director: None of the Director of the listed entity are disqualified under Section 164 of Companies Act, 2013,

Yes

5 To examine details related to Subsidiaries of listed entity: (a) Identification of material subsidiary companies [b] Requirements with respect to disclosure of material as well as other subsidiaries

Yes

6 Preservation of Documents: As per the confirmations given by the listed entity, and on our test check basis, it is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under Listing Regulations.

Yes

7 Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors, and the Committees on an annual basis as prescribed in SEBI Regulations

Yes

8 Related Party Transactions: (a] The listed entity has obtained prior approval of Audit Committee for all Related party transactions (b] In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transaction were subsequently approved/ratified/rejected by the Audit committee,

Yes

9 Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of Listing Regulations within the time limits prescribed thereunder

Yes

10 Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5] & 3(6] SEBI (Prohibition of Insider Trading] Regulations, 2015

Yes

11 Actions taken bv SEBI or Stock Exchanges, if any: No actions taken against the listed entity/ its promoters/directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars] under Page 5 of 7 SEBI Regulations and circulars/ guidelines issued thereunder,

Yes

12 Additional Non-compliances, if any: No additional non-compliance observed for all SEBI regulation/circular/guidance note etc,

Yes

-

"•"Observations /Remarks by PCS are mandatory if the Compliance status is provide

as No or NA

[a] The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued there under, except in respect of matters specified below:

Sr. No Compliance Requirement (Regulations/ circulars/guidelines including specific clause)

Regulation/ Circular No. Deviations Action

Taken

by

Type of Action

Advisory/ Clarification /Fine/ Show Cause Notice/ Warning etc.

Details of Viola Ton Fine

Amount

Observations/Remarks of the

Practicing

Company

Secretary

Management

Response

Remarks

1 Submission of related party transaction on consolidated basis

23(9) - BSE Fined dated 14th July, 2022

Delayed in submission of related party transaction for the half year ended March 2022

88500 As informed by the management they have paid fine on 19th Oct., 2022 - -

[b] The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No Compliance Requirement (Regulations/ circulars/guidelines including specific clause]

Regulation/ Circular No.

Deviations

Action Taken by

Type of Action Advisory/ Clarification /Fine/ Show Cause Notice/ Warning, etc.

Details of Violation

Fine Amount

Observations/Remarks of the Practicing Company Secretary

Management Response

Remarks

Not Applicable 3

For: M/s. Deep Shukla & Associates

Company Secretaries

Sd/-

Deep Shukla

Practicing Company Secretaries (Peer Review Certificate No.: 2093/2022) FCS : 5652; CP : 5364 UDIN:F005652E000307140 Date: 15.05.2023 Place: Mumbai

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