Eighty Jewellers Ltd
Directors Reports
To
The Members,
Eighty Jewellers Limited
Your Directors have pleasure in presenting the 12th Annual Report on the business &
operations of the Company with the Audited Financial Statement for the year ended 31st
March 2022 together with audited standalone financial statements and the report of the
directors and the auditors thereon.
1.FINANCIAL RESULTS:
Particular |
Year ended 31.03.2022 (Rs. in lacs) |
Year ended 31.03.2021 (Rs. in lacs) |
Revenue from Operations |
11,630.89 |
7,831.37 |
Other Income |
97.08 |
37.52 |
Total Revenue from Operations |
11,727.97 |
7,868.89 |
Less:-Expenses |
11,314.92 |
7,200.42 |
Earnings/(Loss) before Tax, Interest, Depreciation & amortization (EBIDTA) |
413.05 |
668.47 |
Less: Finance Costs |
95.58 |
152.38 |
Less: Depreciation and amortization expenses for the Year |
12.5 |
18.66 |
Profit/(Loss) before Taxation |
304.98 |
497.43 |
Less: Tax expenses (Current Tax, Deferred Tax & Income Tax related to earlier
year) |
97.15 |
113.07 |
Profit/loss for the Year from continuing operation |
207.83 |
384.36 |
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
During the Year under review, your Company has earned Rs. 207.83 lacs from sale of Gems
and Jewellery as compared to Rs. 384.35 lacs registering downfall by 45.93% due to changes
in price of precious Gems and Metals.The Company registered EBIDTA of Rs. 413.05 lacs and
PBT of Rs. 304.98 lacs as compared to Rs. 668.47 lacs & Rs. 497.43 lacs during the
previous year respectively.The financial result as reflected in the Statement of Profit
& Loss of the Company is self-explanatory. Your directors are of the view that the
COVID-19 pandemic has affected the businesses globally. The Company has made good progress
and will continue to access the path of success in succeeding financial years and is
hopeful for the bright future prospects.
3. FINANCIAL STATEMENT:
With reference to the MCA Circular dated May 05, 2022 and SEBI Circular Number
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, the hard copy of annual report
containing financial statements for the FY 2021-22 and other salient features of all the
documents prescribed in Section 136 of the Companies Act, 2013 are not being sent to the
shareholders who have not registered their email addresses and the same will be sent to
those shareholders who request for the same.
Full version of the Annual Report 2021-22 containing complete Balance Sheet, Statement
of Profit & Loss, other statements and notes thereto, including financial statements,
prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'
Report (including Management Discussion & Analysis) is being sent via email to
all shareholders who have provided their email address(es).
Full version of Financial Report 2021-22 is also available for inspection at the
registered office of the Company during working hours up to the date of ensuing Annual
general meeting (AGM).It is also available at the Company's website (i.e. eightyjewels.in)
4. DIVIDEND:
Your Directors feel it prudent to plough back the profit in the interest of the growth
of the Company. Keeping in view the requirement of the funds in future, your Directors
have not recommended any dividend for the year ended 31st March, 2022.
5. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the business of the company during the year.
6. TRANSFER TO RESERVES:
Your Company has not transferred any amount to the General Reserves Account during the
Financial Year 2021-22.
7. SHARE CAPITAL:
Following were the changes during the year:
AUTHORISED CAPITAL
During the Year the Authorised Share Capital of the Company has been increased to
Rs.11,00,00,000 (Eleven Crores) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity
Shares of Rs. 10 (Ten) from Rs. 2.00. 00.000 (Rupees Two Crores) divided into 20.00.
000 (Twenty Lakhs) Equity share of Rs.10 (Ten) each through resolution passed in Extra
Ordinary General Meeting of the Company held on August 30, 2021.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
As on March 31, 2021, the paid-up Equity Share Capital of the company was Rs.83,32,490
(Eighty-Three Lakhs Thirty-Two Thousand Four Hundred Ninety).
The Company has allotted 66,65,992 Equity Shares of Rs. 10 each during the year under
review as Bonus share in the ratio of 8 equity shares of Rs. 10 each for every 1 Equity
shares of Rs. 10 each held by the existing Shareholders of the Company after taking
shareholder's approval in the Extra-Ordinary General Meeting held on 09th September, 2021.
Therefore, as on March 31,2022 the Paid-up Equity Shares of the Company was
Rs.7,49,92,410 (Seven Crores Four Nine Lakhs Ninety-Two Thousand Four Hundred Ten) divided
into 74,99,241 (Seventy-Four Lakhs Ninety-Nine Thousand Two Hundred Forty-One) of Rs.10
(Ten) each.
As on March 31, 2022 the Company has not issued any convertible instruments.
8. LISTING ON BSE-SME PLATFORM:
We are pleased to inform you that the Company has made an Initial Public Offer of
1,38,000 Equity Shares of Rs. 10/- each for a consideration of Rs. 41/- per Equity Shares
including a share premium of Rs. 31/- per equity Shares vide prospectus dated March 25,
2022. The Company has successfully completed the Initial Public Offer (IPO) pursuant to
the applicable SEBI Rules and Regulations. The issue opening date was 31st March, 2022 and
the issue closing date was 05th April, 2022. The IPO of the Company received great
response from the public and the issue was oversubscribed. The Company got listed with the
Bombay Stock Exchange on the SME Platform on 13th April, 2022. The Equity Shares of the
Company as Listed on SME Platform for BSE Limited are on regular and continuous trading.
Further the Company is regular in compliances of various clauses and regulations of the
Listing Agreement and/or LODR.
9. EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:
The extract of the annual return pursuant to section 92(3) of the Companies Act, 2013
and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished
in "Annexure A" and is attached to this report.
10. BOARD MEETINGS:
During the year under review, fifteen (15) Board meetings were held as on 07.04.2021,
15.06.2021, 02.08.2021, 06.09.2021, 14.09.2021, 18.09.2021, 20.09.2021, 12.11.2021,
04.12.2021, 08.12.2021, 08.02.2022, 17.02.2022, 04.03.2022,24.03.2022, 25.03.2022.
The maximum time gap between any two consecutive meetings did not exceed 120 days.
Further, Independent Directors' separate meeting was duly convened and held on
31.03.2022 to discuss:
a) Review & Evaluation of the performance of NonIndependent Directors and the Board
of Directors as a whole.
b) Review of the performance of the Chairperson, Executive and Non-Executive Directors
of the Company.
c) Assessment of the quality, quantity and timeliness of flow of information between
the Management and the Board.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013 that:
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material
b. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the
financial year 2021-22 were on arms length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
company with promoters, directors, key managerial personnel or related parties which may
have a potential conflict with the interest of the company at large. The details of
material contracts or arrangements or transactions with related parties is annexed here
under as "Annexure B."
13. STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter,
M/s. Kala Parakh & Farishta, Chartered Accountants, Raipur (FRN 010668C) was appointed
as the Statutory Auditors of the Company starting from F.Y. 2019-20 for a period of 5
consecutive years ending on Financial Year 2023-24. On 01.12.2021 M/s. Kala
Parakh&Farishta, resigned from the post of the Statutory Auditor of the Company due to
personal reasons.
The Company then, appointed M/s. Singhal and Sewak, Chartered Accountants, Raipur (FRN
011501C) on 06th December, 2021 as the Statutory Auditor of the Company to fill the casual
vacancy created and hold the office till the Annual General Meeting to be held for the
year 202122.
14. AUDITORS' REPORT:
There is no qualification in the Auditors' Report and hence no explanation is called
for.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review the Company has not:
given any loan to any person or other body corporate;
given any guarantee or provided security in connection with a loan to any other body
corporate or person;
Acquired by way of subscription, purchase or otherwise, the securities of any other
body corporate.
The Company has made investments and complied with the necessary formalities under the
provisions of Section 186 of the Companies Act, 2013 during the financial year 2021-22.
16. DEPOSITS:
There were no deposits accepted or remaining with the company during the year.
17. CONVERSION OF COMPANY FROM PRIVATE TO PUBLIC:
The status of the Company has been changed from Private Limited Company to Public
Limited Company on 28.10.2021 through resolution passed by Shareholders in the Annual
General Meeting of the Company held on 12.10.2021 and as approved by Central Government.
18. INDUSTRIAL RELATIONS:
The Company has maintained good industrial relations on all fronts. Your directors wish
to place on record their appreciation for the honest and efficient services rendered by
the employees of the Company.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Company has a professional Board with right mix of knowledge, skills and expertise
with an optimum combination of executive, non-executive and independent Directors
including one woman Director. The Board provides strategic guidance and direction to the
Company in achieving its business objectives and protecting the interest of the
stakeholders.
Composition of Board/KMP as on 31.03.2022:-
S.no Name |
Designation |
Date of appointment/change in designation |
Tenure of appointment |
Meeting |
1. Mrs.Ankita Bardia (DIN: 09331383) |
Non Executive Director |
12.10.2021 |
|
Annual General Meeting held on 12.10.2021 |
2. Mr. Nitin Kumar Bardia (PAN: AFHPB4072M) |
Chief Financial Officer |
04.12.2021 |
|
Board Meeting held on 04.12.2021 |
3. Mr. Nikesh Bardia (DIN: 01008682) |
Managing Director |
06.12.2021 |
5 Years (06.12.2021 to 05.11.2026) |
Extra-Ordinary General Meeting held on 06.12.2021 |
4. Mr. Nitin Kumar Bardia (DIN: 01515731) |
Whole Time Director |
06.12.2021 |
5 Years (06.12.2021 to 05.11.2026) |
Extra-Ordinary General Meeting held on 06.12.2021 |
5. Mr. Pawan Bardia (DIN: 09405197) |
Independent Director |
06.12.2021 |
|
Extra-Ordinary General Meeting held on 06.12.2021 |
6. Mr. Rishabh Jain (DIN: 09404882) |
Independent Director |
06.12.2021 |
|
Extra-Ordinary General Meeting held on 06.12.2021 |
7. Mr. Tilok Chand Bardia |
Chief Operating Officer |
06.12.2021 |
|
Extra-Ordinary General Meeting held on 06.12.2021 |
8. Ms. Rishika Verma |
Company Secretary |
24.03.2022 |
|
Board Meeting heldon 24.03.2022 |
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for reappointment at every AGM.
Consequently, Mrs. Ankita Bardia (DIN: 09331383), NonExecutive Director of the Company
will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer
herself for re-appointment in accordance with provisions of the Companies Act.
20. COMMITTEE OF BOARD:
A. AUDIT COMMITTEE
The Board of Directors has constituted Audit Committee comprising of three directors
including two Independent Director and all having financial literacy.
The committee was constituted on 08.12.2021 with the following members on the
committee:
The committee was constituted on 08.12.2021 with the following members on the
committee:
S.no. Name of Chairman/ Member |
Category |
1. Mr. Rishabh Jain |
Chairman (Independent Director) |
2. Mr. Pawan Bardia |
Member (Independent Director) |
3. Mr. Nikesh Bardia |
Member (Managing Director) |
The Committee met twice during the year 2021-22 and attendance of the members at these
meetings is as follows:
Name of Chairman/Member and date of meeting |
13.12.2021 |
31.03.2022 |
Mr. Rishabh Jain |
Present |
Present |
Mr. Nikesh Bardia |
Present |
Present |
Mr. Pawan Bardia |
Present |
Present |
The Functioning and terms of reference of the Audit Committee the role, powers and
duties, quorum for meeting and frequency of meetings, have been devised keeping in view
the requirements of Section 177 and all other applicable provisions of the Companies Act,
2013.
B. NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors has constituted Nomination and Remuneration Committee comprising
of three directors including two Independent Director and one Non-executive director and
all having financial literacy.
The committee was constituted on 08.12.2021 with the following members on the
committee:
S.no. Name of Chairman/ Member |
Category |
1. Mr. Rishabh Jain |
Chairman (Independent Director) |
2. Mr. Pawan Bardia |
Member (Independent Director) |
3. Mrs. Ankita Bardia |
Member (Non-Executive Director) |
The Committee met twice during the year 2021-22 and attendance of the members at these
meetings is as follows:
Name of Chairman/Member and date of meeting |
14.12.2021 |
21.03.2022 |
Mr. Rishabh Jain |
Present |
Present |
Mr. Ankita Bardia |
Present |
Present |
Mr. Pawan Bardia |
Present |
Present |
The Functioning and terms of reference of the Nomination and Remuneration Committee the
role, powers and duties, quorum for meeting and frequency of meetings, have been devised
keeping in view the requirements of Section 178 and all other applicable provisions of the
Companies Act, 2013.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at https://eightyjewels.in/policies/
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of Directors has constituted Stakeholder Relationship Committee comprising of
three directors including two Independent Director and all directors having financial
literacy.
The committee was constituted on 08.12.2021 with the following members on the
committee:
S.no. Name of Chairman/ Member |
Category |
1. Mr. Rishabh Jain |
Chairman (Independent Director) |
2. Mr. Pawan Bardia |
Member (Independent Director) |
3. Mr. Nikesh Bardia |
Member (Managing Director) |
The Committee met once during the year 2021-22 and attendance of the members at these
meetings is as follows:
Name of Chairman/Member and date of meeting |
15.12.2021 |
Mr. Rishabh Jain |
Present |
Mr. Nikesh Bardia |
Present |
Mr. Pawan Bardia |
Present |
The Functioning and terms of reference of the Nomination and Remuneration Committee the
role, powers and duties, quorum for meeting and frequency of meetings, have been devised
keeping in view the requirements of Section 177 and all other applicable provisions of the
Companies Act, 2013.
21. MANAGERIAL REMUNERATION
As the Company is listed on the Stock Exchange on 13.04.2022, therefore particulars as
required under the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 for the financial year 2021-22 are not applicable to the Company.
22. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT. NOMINATION, REMUNERATION AND FORMAL
EVALUATION:
Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on
the recommendation of the Nomination & Remuneration Committee framed a policy for
selection, nomination, appointment and remuneration of Directors suitably containing the
criteria determining qualifications, positive attributes and independence of a Director.
The policy is attached as Annexure-C to the report.
The policy is also uploaded on the Company's website at
https://eightyjewels.in/policies/.
23. FORMAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board has carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Shareholder Relation committee.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015,
Management Discussion and Analysis report forms part of this Annual Report as
"Annexure D".
25. CORPORATE GOVERNANCE:
As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not
apply to company listed on SME Exchange (Also the Company was not listed on any platform
as on 31st March, 2022). The Company being a company listed on BSE SME Platform,
preparation of corporate governance report is not applicable.
26. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent Directors of the
Company as per the provisions of Section 149(7) of the Companies Act 2013 that they meet
the criteria of Independence laid down in section 149(6) of the Companies Act 2013 read
with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
27. DEMATERIALIZATION OF COMPANY'S SHARES:
Your company has provided the facility to its shareholders for dematerialization of
their shareholding by entering into an agreement with the National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL).
The ISIN number allotted to the company is INE0KSN01014.
28. VOTING THROUGH ELECTRONIC MEANS:
Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the
rules made thereunder and Regulations 44 of the SEBI (Listing Obligations and Disclosures
Requirements), Regulations, 2015, your Company is taking necessary steps to make available
the facility to its members the facility to exercise their right to vote by electronic
means.
29. SERVICES TO SHAREHOLDERS:
All matters relating to transfer/transmission of shares, issue of duplicate share
certificates, payment of dividend, de-materialization and re-materialization of shares and
redressal of investors grievances are carried out by the Company's RTA i.e. M/s. Bigshare
Services Private Limited, Mumbai.
30. SECRETARIAL STANDARDS:
Your company has complied with the Secretarial Standard as issued by the Institute of
Company Secretaries of India.
31. WEB LINK FOR ANNUAL REPORT:
The link to address Annual Report is https://eightyjewels.in/Annualreport/
32. RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure,potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct'
for the directors & employees of the Company as required under the provisions of Sec.
177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its
powers) Rules, 2014.
The said Policy has been properly communicated to all the directors and employees of
the Company through the
34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:
The Statutory Auditors of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the company and its future operations.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through
which we address complaints of sexual harassment at the all workplaces of the Company.
Our policy assures discretion and guarantees nonretaliation to complainants. We follow
a gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2021-22, the Company has received NIL complaints on sexual
harassment, out of which NIL complaints have been disposed off and NIL complaints remained
pending as of March 31,2022.
The Policy on Prevention of Sexual Harassment at Workplace is available on the website
of the Company at https://eightyjewels.in/policies/
37. CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
None of the companies has become Subsidiary or Associate of the Company during the
Financial Year 2021-22. Our Company has also not entered into any Joint Venture during the
Financial Year 2021-22.
38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
A. Conservation of Energy :
i. ) The steps taken or impact on conservation of energy:
No major steps have been taken by the Company. However, the Company continues its
endeavour to improve energy conservation and utilization.
ii. ) The steps taken by the Company for utilizing
alternate sources of energy:
The Company has continued its focus on energy conservation efforts through up-gradation
of process with new technology. The technology installed by the Company has provided
better results in quality and production and also reducing the overall cost of production
and maintenance which effect production scheduling and various energy saving initiatives
in all areas of production. However, the Company has not installed any alternate source of
energy running on renewable energy source.
iii. ) The capital investment on energy conservation equipment: Nil
B. Technology absorption:
i.)The effort made towards technology absorption Your Company has been very thoughtful
in installing new technology to reduce the production cost, improve yield, enhance product
endurance and strengthen finish. However, no new technology has been installedby the
Company during the year and all existing technology has been fully absorbed.
ii. ) The benefit derived like product improvement, cost reduction, product development
or import substitution. The Company had installed such technology that improves
productivity, quality and reduction in manual intervention and to enhance the quality and
productivity. Improvement in manufacturing process helped the Company in managing
production scheduling & better & faster servicing of product for domestic as well
as global market.
iii. ) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)
a. The details of technology imported: Not Applicable.
b. The year of import: Not Applicable
c. Whether the technology has been fully absorbed: Not Applicable
iv. ) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof:
Not Applicable
b.) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings and Outgo:
There was no Foreign Exchange earnings and outgo during the financial year as required
by the Companies (Accounts) Rules, 2014.
39. ACKNOWLEDGEMENTS:
The Board expresses its sincere gratitude to the shareholders, bankers, State and
Central Government authorities and the valued customers for their continued support. The
Board also wholeheartedly acknowledges and appreciates the dedicated efforts and
commitment of all employees of the Company.
For and on behalf of the Board of Directors |
|
Place: Raipur |
|
Date: 22nd August, 2022 |
|
Nikesh Bardia |
Nikesh Bardia |
Chairman & |
Whole-Time Director & |
Managing Director |
Chief Financial Officer |
DIN:01008682 |
DIN: 01515731 |