uday jewellery industries ltd share price Directors report


Dear Members,

It is our pleasure to present the Twenty - Fourth Annual Report together with the Audited Financial Statement of Uday Jewellery Industries Limited for the Financial Year ended 31st March 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The highlights of the financial statements of the Company for the financial year ended March 31, 2023, are as under:

(Rs. in Lakhs)

Particulars

31.03.2023 31.03.2022
Revenue from operations 17,673.09 12,153.53
Other Income 155.06 96.20

Total income

17,828.14 12,249.73
Profit before tax 1,283.73 779.30
Current Tax 337.24 207.30
Deferred Tax (3.98) (3.19)
Income tax pertaining to earlier years 0.28 3.82
Profit after Tax 950.19 571.36
Earnings per share
Basic 4.31 2.59
Diluted 4.31 2.59

2. REVIEW OF OPERATIONS:

The Company witnessed strong demand across its businesses achieving significant revenue uplift and ending the year on a strong note. Revenue from operations was recorded as Rs. 17,673.09 Lakhs against Rs. 12,153.53 Lakhs during previous year registering increase of 45.41% over the previous year. The Company reported a Net Profit of Rs. 950.19 Lakhs as against Rs. 571.36 Lakhs earned during previous year registering increase of 66.30% over the previous year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

4. FUTURE PROSPECTS:

Being in the organised Jewellery manufacturing business, the factors that have aided growth of organised players Industry interactions indicate national and regional jewellery retailers (organised segment) enjoy an edge over their smaller, standalone counterparts due to the following advantages:

• Widespread presence across cities and locations: National and regional jewellery retailers typically have a wider presence across several cities and locations compared with their smaller, standalone counterparts. Geographical diversification via owned as well as franchisee stores allows them to capitalise on growing consumer awareness about quality, brands and design trends, and gain share from the unorganised segment

• Rise in migration: In recent years, many young Indians have ventured out of their hometowns for better career opportunities. Rise in the migratory population augurs well for organised jewellers since these consumers mostly do not have strong relationships with local jewellers and are typically more inclined towards organised stores that offer contemporary designs

• Focus on quality and trust: Several national and regional jewellery retailers are laying a strong emphasis on quality with regard to cartage, an aspect that was previously undermined, especially before BIS hallmarking of jewellery. An increasing number of national and regional jewellers are opting for hallmarking registration to win customer trust. Launch of other schemes such as buyback of gold further helps reinforce their focus on quality

• Better inventory management: Typically, national and regional players have better inventory management systems owing to higher number of stores and, thus, presence over a wider region. This enables the players to shift inventory from stores showing low demand for a particular product to stores where there is more demand for the same or similar items. Further, an inventory-tracking system enables companies to monitor consumer preferences and enhance consumer satisfaction based on demand from the region

• Product raw material sourcing: Players largely rely on imports to source raw gold since India has negligible diamond and gold mining operations. With raw materials accounting for the largest share of a jewellers operating costs, ability to source them efficiently is a major success factor. Owing to large volumes of purchases, large organised players have easier access to credit at more competitive rates than smaller, unorganised jewellers

• Launch of new collections and brands: Given their scale and size of operations, national and regional jewellery retailers are able to develop and design jewellery according to regional tastes as well as global trends, and launch new collections and brands at regular intervals, thus providing the customer with a wider choice • Investments in brand building: Typically, national and regional jewellery retailers invest large amounts in brand building and advertising initiatives compared with the standalone players, which helps establish trust and create brand recall value for customers

• Ability to attract better talent: Typically, national and regional jewellery retailers have the ability to attract and retain better talent owing to a well-established brand name, faster growth opportunities and better profitability, which enable them to offer competitive salaries • Emergence of online formats: Players are increasingly adopting the online format as an alternative sales channel, especially in metropolitan cities. As per industry sources, although the share of online in total gems and jewellery sales is currently miniscule (around 4% of the total industry), it is poised for fast growth of 28-33% and is expected to account for 7-8% of the gems and jewellery segment by fiscal 2025. Apart from physical brick-and-mortar (B&M) stores, players have created an online presence via their own websites, mobile applications, or tie-ups with marketplace websites such as Amazon and Flipkart. Many prominent jewellers such as Tanishq, Kalyan Jewellers, Joyalukkas, Malabar Gold & Diamonds, 163 Senco Gold & Diamonds, PC Jeweller, and Tribhovandas Bhimji Zaveri have started retailing jewellery online.

• Regulatory changes: GST implementation reduced the erstwhile tax arbitrage aiding unorganised players. Furthermore, measures such as demonetization to curb unaccounted money flowing into the gold industry are expected to have aided organised players. The government has also introduced mandatory hallmarking of gold jewellery, which is expected to significantly reduce the price differential between organised and unorganised players. Currently, owing to the lack of awareness among consumers, unorganised retailers often sell non-hallmarked items with lower-than-stated caratage. This enables them to maintain profitability despite charging less than organised players. Proper implementation of this rule is likely to impact the profitability of unorganised players, who will then have to raise their making charges.

• Mandatory Hallmark Unique Identification (HUID) for gold jewellery: The government mandated a six-digit alphanumeric code HUID number for gold jewellery and other items from 1 April 2023. The hallmarking will enhance the attractiveness of standardized gold across India, and it will enable the tracking and auditing for the government thereby helping in controlling unaccounted transactions. • Better customer service and policies: Organised players provide standard terms and conditions to all their customers in terms of exchange, refund and repairs, which play a pivotal role in driving repeat footfall and customer loyalty.

REGIONAL MARKET:

Southern region dominates with 38-43% share Industry estimates indicate ~70% of Indias gold demand emanates from rural areas, in line with the demographics of the country. Within India, the southern states dominate with 38-43% of gold demand. Demand is supported by higher per-capita income, lower poverty rates and strong non-resident Indian demand. Industry estimates also indicate southern India is predominantly a 22-carat traditional, handmade market. In contrast, eastern India accounts for only 13-18% of gold demand. Similar to southern India, demand for jewellery in the eastern region is focused largely on the 22-carat type. In contrast, the northern (23-28%) and western (18-23%) regions prefer 14- and 18-carat jewellery, respectively.

COMPANY PLANS:

With a target of becoming the largest manufacturer of CZ with precious colour gemstones studded jewellery, the company is coming up with new facilities with an expansion of its capacity 4 times than the existing and the said facility of the Company will be well equipped with state-of-the-art Mechanization and technology thereby increasing the overall capacity and enhanced finishing of the products.

The Company is investing its own fund in research and innovative technology for sustainable growth instead of financing from outside sources.

The companys production infrastructure includes a large pool of highly skilled artisans and craftsmen and furthermore the company is looking for a training center for fuller utilization of the labor force and to increase productivity at the same time.

The Companys in-house design and development team is supported by cutting-edge technology including 3D printing, laser engraving, CAD (computer-aided design), etc to make precise designs as per the requirement of the customers.

5. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 26,00,00,000/- divided into 2,60,00, Equity Shares of Rs.10/- each.

The Paid-up Equity Share Capital of the Company is Rs. 22,02,19,000/- divided into 2,20,21,900 Equity shares of Rs. 10/- each.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014

6. DIVIDEND

In order to conserve resources for further expanding business of the Company, your directors have opined not to recommend any dividend for the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125 of the Companies Act, 2013 are not applicable for the Company as there was no dividend declared and paid in the previous financial years.

8. RESERVES

During the period under review, the Board of Directors has decided that Rs. 950.19/- Lakhs to be carried forward to the reserves being profit for the year.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review and hence there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

11. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no Company has ceased to be its subsidiaries, joint ventures or associate Company.

12. DEPOSITORY SYSTEM:

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) 14.96% and Central Depository Services (I) Ltd. (CDSL). 84.21% of the total shareholding of the Company was held in dematerialized form as on 31st March 2023. Shares held in physical form was 0.83% of the issued Capital.

13. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS

/CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a) Appointments taken place during the year:

During the Year NIL. But after Financial Year and before Board Report dated, Mr. Bolledu Kiran Kumar has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 15.04.2023

b) Resignations:

During the year, Ms. Sarita Panchal Company Secretary and Compliance Officer of the Company has resigned w.e.f 26.10.2022.

The Board placed on record their appreciation for the invaluable contribution made by the Ms. Sarita Panchal during her tenure.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Director seeking appointment/re-appointments is given as Annexure A to the notice of the AGM forming part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Board consists of Six Directors including three Independent (Non- Executive Directors). Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754) and Shri Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2022-23.

Board Diversity The Company recognizes and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates.

In compliance with the requirements of Section 203 of the Companies Act, 2013, during the period, following are the Key Managerial Personnel of the Company.

1. Mr. Sanjay Kumar Sanghi - Managing Director
2. Mr. Rakesh Agarwal - Chief Financial officer
3. Mr. Bolledu Kiran Kumar # - Company Secretary and Compliance Officer

#Appointed w.e.f 15.04.2023.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754), Shri. Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2022-23 and all have given declarations that they continue to meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulations 16(1)(b) of the SEBI (Listing Obligation Disclosure Regulation) Regulations, 2015 ("Listing Regulations") and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment is available on the website of the Company www.udayjewellery.com.

16. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The Code is applicable to the members of the Board, the executive officers, the members of the management one level below the executive directors, including all functional heads of the Company. The Code is available on the website of the Company www.udayjewellery.com. All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31, 2023.

17. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Draft Annual Return is uploaded on website of the Company with the following link dev.udayjewellery.com/wp-content/uploads/2023/08/Draft-Form-MGT-7-31.03.2023.pdf

18. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year, 9 (Nine) Board Meetings were convened and held. The dates on which the said meetings were held are: 11.04.2022, 23.05.2022, 03.06.2022, 16.06.2022, 11.08.2022, 18.08.2022, 16.09.2022, 12.11.2022 and 13.02.2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. The details of the familiarization programme of the Independent Directors are available on the website of the Company www.udayjewellery.com.

21. BOARD EVALUATION:

The Board of your Company on the recommendation of the Nomination and Remuneration Committee had laid down the criteria for evaluation of the performance of the Board, its committees, and individual Directors as per the Listing Regulations. Accordingly, the annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors also reviewed the performance of the Board as a whole, Non-Independent Directors, and the Chairman.

The criteria for performance evaluation of the Board and its Committees amongst others include their structure and composition, processes, information and functioning, terms of reference of the Committees, etc. The criteria for performance evaluation of individual Directors including Executive and Independent Directors amongst others include their attendance and contribution at the meetings, the devotion of time and efforts to understand the Company, its business, their duties and responsibilities, and adherence to the code of conduct, etc. The Independent Directors met separately on 13th February 2023 without the presence of Non-Independent Directors to discuss the performance of the Non-Independent Directors and the Board as a whole.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

22. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION AND CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR:

Your Company has always considered sound advice from the Board and Senior Management as invaluable assets of the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director is to determine the qualifications, positive attributes, and independence of a director.

The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and Independence of a Director are placed on the Companys website www.udayjewellery.com.

23. BOARD COMMITTEES:

The Board has constituted three committees at present: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

The committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently. The details of constitution, and meetings of the committees is given in the Corporate Governance report as Annexure IV.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure-V for information of the Members.

25. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2022-2023, there were no complaints received by the Committee.

26. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

27. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:

During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.

28. CREDIT RATING OF BORROWING:

Your Company has taken Credit Rating from ICRA Credit Rating Agency and recent Credit Rating was given as follows:

Details of Bank Limits Rated by ICRA (Rated on Long- Term Scale)

Amount (Rs. in Lakhs) Previous Rating Present Rating
Kotak Mahindra Bank – Cash Credit 35.00
Kotak Mahindra Bank – Guaranteed Emergency Credit Line 2.42 [ICRA] BBB - [ICRA] BBB (Stable)
Unallocated Limits 3.50

Total

40.92

29. RISK MANAGEMENT:

The Management has put in place an adequate and effective system and manpower for the purposes of risk management. The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking and inventory management. It has the best quality products and a vigorous marketing team that helps to mitigate risk relating to price fluctuation of finished goods.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

30. INTERNAL CONTROL SYSTEMS:

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal and statutory auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

31. MANAGERIAL REMUNERATION

The Companys policy on Directors appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 No remuneration is being paid to the Managing Director or any other Director of the Company. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company and Directors is furnished hereunder:

a. All pecuniary relationships or transactions, of the non-executive directors of the

Company:

The Non-executive Directors do not have any pecuniary relationship or transactions with the Company.

b. Details of remuneration of each Director and CFO and Company Secretary in the

Financial Year 2022-23 are as follows:

Name

Designation

Remuneration (in Rs.) Increase in %
2022-23 2021-22
Ritesh Kumar Sanghi Managing Director - - -
Sanjay Kumar Sanghi Director - - -
Pritha Sanghi Director - - -
Rakesh Agarwal Chief Financial Officer 8,64,000 6,67,597 29.41%
Mr. Lekhpal Sahu Company Secretary - 3,51,636* -
Ms. Sarita Panchal Company Secretary 2,05,235* - 20%

*For the part of the financial year c. Details of a fixed component and performance-linked incentives, along with the performance criteria: The Company does not have any performance-linked incentives for the Directors and CFO the appointments are made for a fixed period of time on the terms and conditions in the respective resolution passed by the Board/Members in the Meeting.

d. Number of permanent employees on the rolls of the Company as on 31st March 2023 are 93.

e. Stock option details: Nil

32. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF

REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, NONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 other than those mentioned in Annexure VI (b).

33. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr. Sanjay Kumar Sangi), Managing Director of the Company to the median remuneration of the employees is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2022-23.

34. HUMAN RESOURCES:

Your Company treats its manpower as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

35. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the Annual report as Annexure VII.

36. 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 and the Compliance Officer are responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The same has been displayed at the companys website at www.udayjewellery.com.

37. STATUTORY AUDITORS:

The Auditors, M/s Anant Rao & Malik, Chartered Accountants, Hyderabad, (Firm Regn No.- 006266S) appointed in the Annual General Meeting held on 29th September 2021 to hold office until the conclusion of the 27th Annual General Meeting of the Company to be held in the calendar year 2026. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer of the Auditors that may call for any explanation from the Directors. The declaration for unmodified Auditors Report in accordance with Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 as amended by SEBI vide notification no. SEBI/ LAD-NRO/GN/2016-17/001 dated 25.05.2016 has been submitted to the Stock Exchanges.

38. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, CS Arpita Dhar, Practicing Company Secretary, Shillong (COP No.- 24137) has been appointed as Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure I to this report.

The report Annual Secretarial Compliance report for the FY 2022-23 as per Regulation 24A of Listing Regulations as amended, issued by Shri Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad (COP No. 3479), is enclosed as Annexure-II to this report.

Annual Secretarial Compliance Report: A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2022-23 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from CS Ajay Suman Shrivastava, Practicing Company Secretary and placed on the website of the Company and Stock Exchanges.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

COST RECORDS:

Your Company is not required to maintain cost records as specified under Section 148 of the Act.

39. VIGIL MECHANISM:

The Whistle-blower Policy has been approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 (9)&(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations which provides for a vigil mechanism that provides adequate safeguards against victimization of persons who use such mechanism and encourages its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct. Further, the Whistle-blower Policy is available on the website of your company at www.udayjewellery.com.

40. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

41. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

The Company has provided the unsecured loan to Trisa Retail Limited under Section 186 of the Companies Act, 2013 in yester years. As on the end of the period under review, the outstanding amount of such unsecured loan was paid off and Nil. Further, the Company has not given any guarantee or provided any security in connection with any loan to any other body corporate in accordance with Section 186 of the Companies Act, 2013.

42. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website www.udayjewellery.com

The related party transactions during the year are in accordance with the approval of shareholders in Annual General Meeting held on 26th September, 2022.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 o Companies Act, 2013 is disclosed in Form AOC-2 as "Annexure-III " to this report.

43. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Your Company is committed to maintaining the high standards of corporate governance and adhering to the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure IV & IV A to this report.

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

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to conservation of energy pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable as our business is not specified in the Schedule. However, the Company makes its best efforts to conserve energy in a more efficient and effective manner.

B. TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities. Hence, the information relating to technology absorption is NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Actual Foreign Exchange Earnings: Rs. 35,93,65,004.80

Foreign Exchange Outgo: Rs. 61,24,586.18

45. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company has fallen continued third year under the criteria of Corporate Social Responsibility ("CSR") pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,

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 VIII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the CSR Report. The Policy on CSR is available on the Companys website at www.udayjewellery.com

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

47. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the Audited Financial Statement for the financial year ended 31st March 2023 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations. These Financial Statements are audited by M/s Anant Rao & Malik, Chartered Accountants, and Statutory Auditors of the Company.

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors further confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations 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 on 31st March 2023 and of the Profit and 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors in the case of the listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

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

47. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

48. LISTING:

Your Companys equity shares are listed and traded on BSE limited. The listing of shares of Calcutta Stock Exchange Limited (CSE) is no more relevant as the CSE has been derecognized by SEBI. The Company has duly complied with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the amendments therein.

49. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNAL:

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in the future.

50. ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES:

The Company has taken pioneering steps in the line of business to undertake its manufacturing activity in a premises which is a IGBC certified GREEN Building and the installations have been very carefully structured for minimum use of polluting materials and electrical power. After few months, Company will take steps to fulfill its power requirements from the roof top solar power units also.

The Human capital is of prime importance in the jewellery business and the Company has been marching ahead with various initiative for its PEOPLE. The artisans are supported for their children education, the social aspect of their lives are well taken care.

Being a BSE listed Company, effective and orderly governance comes naturally to the Company which is spearheaded by the Board of Directors and the Standards of Practices to be followed for Board and Governance are well defined and are implemented with a flair of penchant and diligence.

51. ACKNOWLEDGMENT:

The Directors thank the Companys employees, customers, vendors, and investors for their continuous support. The Directors also wish to place on record their appreciation for the support from Banks, Stock Exchange & Other authorities for their able guidance and support.

On behalf of the Board of Directors

Sd/-

Sd/-

(Ritesh Kumar Sanghi)

(Sanjay Kumar Sanghi)

Date: 16.08.2023

Managing Director

Director

Place: Hyderabad

DIN: 00628033

DIN: 00629693