To,
The Members,
Your directors are pleased to present the Board's Report for year ended as on 31st
March, 2025.
1. FINANCIAL REVIEW:
In INR Lakhs
|
In INR Lakhs |
|
Particulars |
31/03/2025 |
31/03/2024 |
| Revenue from Operation |
4196.05 |
3702.05 |
| Other Income |
52.64 |
0.23 |
Total Revenue |
4248.69 |
3702.28 |
| Depreciation |
12.07 |
2.35 |
Total Expenses |
4225.44 |
3651.76 |
| Profit / (Loss) before tax |
23.25 |
50.51 |
| Tax Expense |
6.01 |
12.90 |
Profit / (Loss) after Tax |
17.24 |
37.61 |
2. PERFORMANCE REVIEW:
During the financial year 2024-25 the revenue from operation stood at Rs. 4196.05 Lakhs
as compare to Rs. 3702.05 Lakhs during the previous financial year 2023-24. The other
income of the Company stood at Rs. 52.64 Lakhs in the financial year 2024-25 as compared
to Rs. 0.23 Lakhs in previous financial year 2023-24.
Further, during the financial year 2024-25, the total expenses have increase to Rs.
4225.44 lakhs from Rs. 3651.76 lakhs in the previous financial year 2023-24. The Net
Profit for the financial year 2024-25, stood at Rs. 17.24 Lakhs in comparison to profit of
Rs. 37.61 Lakhs in previous year 2023-24.
3. COMPANY'S AFFAIRS:
The company is engaged in the Business of manufacturing and designing of Gold &
Diamond Jewellery.
4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:
During the year under review, the company do not propose to transfer any sum to
reserve, except for profit or loss earned during the year, which has been transferred to
surpluses account.
5. DIVIDEND:
In order to conserve profit for future contingencies, your directors do not recommend
dividend for the year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND
As the company has not declared and paid any divided during the previous years, the
provisions of Section 125(2) of the Companies Act, 2013 are not applicable.
7. SHARE CAPITAL:
As on March 31, 2025, the Company's Authorised Share Capital stood at INR
4,00,00,000/- (Rupees Four Crore only), divided into 40,00,000 Equity Shares of INR
10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company was INR
3,60,15,000/- (Rupees Three Crore Sixty Lakh Fifteen Thousand only), divided into
36,01,500 Equity Shares of INR 10/- each.
During the year under review, there was no change in the share capital of the Company.
8. DIRECTORS:
During the year following changes have been occurred in the composition of Board;
In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules
made thereunder, Ms. Charmi Kamlesh Lodhiya, Director of the Company, shall retire by
rotation at the ensuing Annual General Meeting and being eligible, had offered herself for
re-appointment. The Board recommends her appointment for the consideration of the members
of the Company at the ensuing Annual General Meeting.
As on March 31, 2025 the Board of Director was composed of 5 (five) directors.
9. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Director of the Company have given their declaration that they meet
the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion
of the Board, they fulfil the conditions of independence, integrity, expertise and
experience (including the proficiency) as specified in the Act and the Rules made there
under and are independent of the management.
10. KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Krunal Soni resigned from the position of Chief
Financial Officer (CFO) of the Company with effect from July 3, 2024. The Board places on
record its appreciation for the valuable contribution and services rendered by him during
his tenure.
Consequent to his resignation, the Board of Directors appointed Ms. Charmi Kamlesh
Lodhiya as the Chief Financial Officer (CFO) of the Company with effect from July 3, 2024.
11. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of Business of the Company, during the period
under review.
12. MEETINGS OF BOARD AND COMMITTEES:
During the year 9 (nine) Board Meetings were held by the Board of Directors of the
Company. Dates of Board meeting are as under;
Sr. No. |
Dates |
Sr. No. |
Dates |
| 1 |
16/04/2024 |
7 |
16/12/2024 |
| 2 |
23/05/2024 |
8 |
21/12/2024 |
| 3 |
17/06/2024 |
9 |
06/03/2025 |
| 4 |
03/07/2024 |
|
|
| 5 |
24/08/2024 |
|
|
| 6 |
14/11/2024 |
|
|
13. DEPOSITS:
The Company has not invited or accepted deposit from the public neither does have any
unpaid or unclaimed deposits along with interest during the year. Also, the company is not
made any default in repayment of deposits or payment of interest thereon, as no deposit
has been invited or accepted by the Company during the year. There are no such deposits
which are not in compliance with the requirements of Chapter V of the Act.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees or Investments, if any made by the Company pursuant to
section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an
Arm's Length basis and in the Ordinary Course of Business. No material significant
Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as
per the last audited financial statement) with Promoters, Directors, Key Managerial
Personnel (KMP) and other related parties which may have a potential conflict with the
interest of the Company at large, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval.
16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
In the opinion of the Board of Directors, there are no material changes and commitments
made by the Company occurring between the ends of the financial, which is influential or
affecting the financial position of the Company.
17. AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s. Bimal Shah Associates, Chartered Accountants (Firm Registration No.
101505W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a
consecutive term of five years, to hold office until the conclusion of the Annual General
Meeting to be held in the financial year 2031-32.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit
of the Company. It is hereby confirmed that the Company has complied with the provisions
of SS 1 i.e. Secretarial Standard on meetings of Board of Directors and SS 2 i.e.
Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the
FY 2024 25 is annexed herewith as "Annexure B".
The details of qualification, reservation or adverse remark on the Secretarial Auditor
report is as table below:
| Sr. No. Qualifications / Reservations / Adverse Remarks / Disclaimers |
Managements' Reply |
| 1. During the period under review, it was observed that the Company had filed the
Statement of Investor Complaints under Regulation 13(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the quarter ended 30th June, 2024 with
a delay of 2 days. Consequently, BSE Limited imposed a penalty of 2,000/- for the said
delay, which the Company has duly paid. |
Due to an inadvertent oversight during the period end, the filing was delayed. We will
continue to monitor the strengthened controls to prevent recurrence. |
INTERNAL AUDITOR
Upon the recommendation of the Audit Committee, the Board of Directors has appointed
M/s. Munir Shah & Associates as the Internal Auditor of the Company for the financial
year 2024 25.
COST AUDITOR
In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable
to the Company.
18. AUDITORS REPORT:
There are no adverse remarks or comments or reservation of opinion by the auditor in
its audit report.
19. DETAILS OF FRAUDS REPORT BY THE AUDITOR:
There are no frauds reported by the auditor in its audit report in pursuance to section
143(12) of the Companies Act, 2013, during the period under review.
20. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board and its respective
members are required to carry out performance evaluation of the board as a body, the
Directors individually, Chairman as well as that of its committees.
The Board of Directors of your Company, in order to give objectivity to the evaluation
process identified an independent process for conducting board evaluation exercise for its
this financial year.
DISCLOSURE OF VARIOUS COMMITTEE OF BOARD
A) AUDIT COMMITTEE
The Audit Committee and the Policy are in compliance with Section 177 of the Companies
Act, 2013, read along with the applicable rules thereto.
Composition
| Sr. No. Name of the Member |
Designation |
| 1. Karan Kothari |
Chairperson |
| 2. Sona Bachani |
Member |
| 3. Kamlesh Lodhiya |
Member |
The Audit Committee met 7 times during the year and gap between two meetings did not
exceed four months. The dates on which Audit Committee Meetings were held were 16th April,
2024, 23rd May, 2024, 17th June, 2024, 3rd July, 2024, 14th November, 2024, 21st December,
2024 and 6th March, 2025. Necessary quorum was present at above Meetings.
B) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee and the Policy are in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto.
| Composition |
|
| Sr. No. Name of the Member |
Designation |
| 1. Karan Kothari |
Chairperson |
| 2. Sona Bachani |
Member |
| 3. Pratibha Lodhiya |
Member |
C) STAKEHOLDERS RELATIONSHIP COMMITTEE
Our company has stakeholders' relationship committee as per the provisions of Section
178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship
Committee is as follows:
| Sr. No. Name of the Member |
Designation |
| 1. Sona Bachani |
Chairperson |
| 2. Kamlesh Lodhiya |
Member |
| 3. Charmi Lodhiya |
Member |
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the
Company during the year under review.
22. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the Company had not
devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.
23. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Company, joint venture & associate
companies during the year.
24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY
The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social
Responsibility are not applicable to the company.
25. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as "Annexure-A".
26. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS:
The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning
in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled
below:
| tabled below: |
|
Conservation of Energy: |
|
| The steps taken or impact on conservation of energy |
The Company is taking due care for using electricity. The Company
usually takes care for optimum utilization of energy. No capital investment on energy
Conservation equipment made during the financial year. |
| The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipment's |
|
Technology Absorption: |
|
| The efforts made towards technology absorption |
NIL |
| The benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
| In case of imported technology (imported during the last three years
reckoned from the beginning of the financial years) |
|
| (a) The details of technology imported |
|
| (b) The year of import |
NIL |
| (c) Whether the technology been fully absorbed |
|
| (d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof |
|
| The expenditure incurred on Research and Development |
NIL |
Foreign Earnings and Outgo:
During the year, the Company has made following Foreign Exchange Earning and Outgo:
Foreign Earnings: Nil Foreign Outflow: Nil
27. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women
at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed
thereunder. Pursuant to the provisions of "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made
thereunder, the Company has formed an Internal Complaint Committee.
During the financial year 2024-25, the Company has not received any complaints on
sexual harassment and hence no complaints remain pending as at 31st March, 2025.
28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Since, the Company does not fall under the criteria as mentioned in the provisions of
Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibilities) Rules, 2014; the Company has not formed the Corporate Social
Responsibility (CSR) Policy and the CSR Committee. The Company has not developed and
implemented any Corporate Social Responsibility initiatives as the said provisions are not
applicable.
29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
Considering the present condition of the company the company has yet to formulate the
risk management policy, however the board is being regularly provided with information
which may have potential threat of risk as and when required. However, the company shall
formulate suitable Risk Management Policy in due course.
30. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:
As such the company does not fall under the category of Listed Company or other
specified public company, the requirement for the Internal Control System & its
Adequacy is not required. However, the Board of Directors of the Company has formed the
internal financial controls commensurate with the size of the Business.
31. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:
There are no material orders passed by the regulators or courts or tribunals impacting
the going concern status of the company's operations in future.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015, details on Management
Discussion and Analysis Report are annexed as "Annexure C".
33. CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. Corporate Governance
is not applicable to the company under regulation 15(2) of SEBI (LODR) Regulations, 2015
since the company is listed on BSE SME platform.
34. SECRETARIAL STANDARDS
The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has
been duly followed by the company.
35. THE ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company www. kouradiamondjewelry.com
36. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors
confirm as under: a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; b) That 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 March 31, 2025 and the
profit and loss of the company for that period; c) That have taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; d) That the preparation of the annual accounts is on a
"going concern" basis; e) Proper internal financial controls are laid down and
are adequate and operating effectively.
f) That have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems been adequate and operating effectively.
37. DIRECTOR'S DISQUALIFICATION
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
There was no application made or proceedings pending under Insolvency and Bankruptcy
Code, 2016 during the period under review.
39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such incidence took place during the year.
40. LISTING
The Equity Shares of the Company are listed on BSE Limited (SME Board) from March 14,
2023 onwards. The company has paid listing fees to the Stock Exchange for the applicable
year. Further the Company is regular in compliances of various clauses and regulations of
the Listing Agreement and/or LODR.
41. GENERAL:
a) Your Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its
employees/Directors.
42. APPRECIATION
The Company places on record its deep appreciation for all those who are associated
with the Company and have continued their support towards the growth and stability of the
Company.
| Kamlesh Lodhiya |
Charmi Kamlesh |
|
Lodhiya |
| Managing Director |
Whole Time Director |
|
& CFO |
| DIN: 09547591 |
DIN: 09547589 |
| Date: 03/09/2025 |
|
| Place: Ahmedabad |
|