Your Directors have pleasure in presenting the 7th Boards' Report together with audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2025.
1. FINANCIAL SUMMARY
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(In Rs)
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Particulars
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Figures for the Current Reporting Period
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Figures for the Previous Reporting Period
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Revenue from Operations
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2,20,46,34,647.78
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2,45,88,99,492.48
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Other Income
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67,42,877.08
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97,34,128.28
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Total Income (I II)
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2,21,13,77,524.86
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2,46,86,33,620.76
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Expenses:
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Cost of Materials Consumed
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2,31,51,39,874.68
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2,34,81,41,478.01
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Purchase of Stock in Trade
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NIL
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NIL
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Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade
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-21,59,20,000.00
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Employee Benefits Expense
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3,53,10,410.00
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4,49,48,522.00
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Finance Costs
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2,04,65,288.83
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1,59,17,895.45
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Other Expenses
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1,38,12,046.39
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1,35,22,498.66
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Total Operating Expenses
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2,16,88,07,619.90
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2,42,25,30,394.12
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Cash profit
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4,25,69,904.96
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4,61,03,226.64
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Depreciation and Amortization Expense
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34,24,839.34
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31,48,333.34
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Profit Before Exceptional and Extraordinary Items and Tax (III-IV)
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3,91,45,065.62
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4,29,54,893.30
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Exceptional Items
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NIL
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Profit Before Extraordinary Items and Tax (V-VI)
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NIL
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4,29,54,893.30
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Extraordinary Items
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NIL
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Profit Before Tax (VII-VIII)
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3,91,45,065.62
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4,29,54,893.30
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Tax Expense
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(1) Current Tax
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1,03,16,290.00
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1,14,19,225.00
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(2) Deferred Tax
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1,70,947.00
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3,58,807.00
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(3) Short/excess of Income tax of previous years
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23,430.00
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NIL
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Profit/(Loss) for the Period from continuing operations (IX-X)
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2,86,34,398.62
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3,11,76,861.30
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Profit/(Loss) from discontinuing operations
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NIL
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NIL
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Tax Expense of discontinuing operations
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NIL
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NIL
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Profit/(Loss) from discontinuing operations after tax (XII-XIII)
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NIL
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NIL
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Profit/Loss for the period (XI XIV)
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2,86,34,398.62
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3,11,76,861.30
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2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Company is engaged in the manufacturing of gold and diamond jewellery under the brand name 'AJC'. The company recorded a revenue of Rs 220,46,34,647.78 and Net profit of Rs 2,86,34,398.62 during the year under review.
The Company during the year under initiated the IPO process in SME Platform of BSE starting with the conversion of the company from Private to Public and consequently changing the name to "AJC Jewel Manufacturer Limited". Changes were also made in the Dire ctor board to cope with the statutory obligations to be met by an SME Listed Company.
Dematerialisation of shares
The entire shares of the Company were converted to DEMAT during the year under review. The ISIN of the Company is INE0XRR01010.
3. CHANGE IN NATURE OF BUSINESS
There has been no change in the business of the Company during the financial year ended 31st March, 2025
4. STATE OF AFFAIRS
• The turnover of the company for the current year is Rs. 220.46 cr as against the turnover of Rs. 245.89 cr of the previous year, thus registering a dip by 10.34%.
• The net profit for the current year is Rs. 286.34 Lakhs as against the net profit of Rs.
311.77 Lakhs of the previous year, resulting in a dip by 8.16%.
5. WEB LINK
The Annual return of the Company is uploaded in the website of the company and the link for the same is https://aicjewel.com/files/119
6. DIVIDEND
No dividend is recommended for the current financial year as your directors propose to plough back the profit for continued investment in the business.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
There are no unclaimed dividend to be transferred to investor education and protection fund.
8. MATERIAL CHANGES & COMMITMENTS
The Company during the year under review was converted to Public Limited Company with effect from 24/09/2024. The Company was listed in the SME Platform of BSE on July 1st 2025.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Foreign Exchange earnings and outgo
Foreign Exchange earned in terms of actual inflows during the year: 3371.77 Lakhs Foreign Exchange outgo during the year in terms of actual outflows: 0.57 Lakhs
10. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company being in gold business have various risks and the Company has formulated an internal risk management policy with adequate checks and audits. The risks thus identified are duly informed to the Board of Directors for their timely interference.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not made any investment, nor has given any guarantee or securities during the year under review. Therefore, it is not required to comply with provisions of Section 186 of Companies Act, 2013.
12. PARTICULARS OF RELATED PARTY TRANSACTIONS
The company has entered into contracts transactions with related parties which were on Arm's length and ordinary course of business. However these transactions does not include any materially significant transaction with the Promoter/Directors and others as defined in Sec 2(76) of the Companies Act 2013, which may have conflict of interest with the Company at large.
Disclosure of related party in AOC 2 is enclosed herewith in Annexure A. The policy on Related Party Transactions is available in the website of the Company at https://aicjewel.com/folders/7
13. DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
14. AUDITORS AND THEIR REPORTS
STATUTORY AUDITOR
M/s Kumar & Biju Associates Chartered Accountants (FRN:006113S), CHARTERED ACCOUNTANTS, Calicut were appointed as the Statutory Auditors of the Company for a period of 5 years from 2024-25 to 2028-29 at the 6th Annual General Meeting held on 09-092024 and also to hold office from the conclusion of the 6th AGM till the conclusion of the 11th AGM to be held in the year 2029.
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not require any further comment. The statutory Auditor's Report does not carry any adverse remarks or comments.
SECRETARIAL AUDITOR
The Board has appointed the firm Gopimohan Satheesan & Associates LLP as the Secretarial Auditors of the Company for the year under review at the Board meeting held on 28-06-2025. A proposal for their re-appointment for a period of 5 years ending 31.03.2030 is placed before the shareholders at the forthcoming 7th AGM to be held on 27-09-2025. The secretarial Report is annexed as Annexure-D to the Directors' Report.
The observations of the Secretarial Auditor, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not require any further comment. The statutory Auditor's Report does not carry any adverse remarks or comments.
15. DETAILS OF FRAUD REPORT BY AUDITOR
No fraud u/s 143 (12) is reported by the auditors.
16. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a very broad policy to include the required expertise in Board considering the Public Offer. The appointments were duly made after considering the merits of each director to make sure that their contributions will be valuable in the journey ahead. Proper consideration has been given for expertise, education, work, gender etc for the appointment of all the directors made by the Company during the year under review.
17. MEETINGS DURING THE FINANCIAL YEAR BOARD MEETINGS
During the financial year 2024-25, the Board of Directors of the Company duly meet 19 (Nineteen) times i.e. on 10-04-2024, 17-06-2024, 22-07-2024, 05-08-2024, 31-08-2024, 2409-2024, 29-09-2024 (2), 30-09-2024(2), 18-10-2024, 14-11-2024, 06-12-2024, 15-12
2024, 02-01-2025, 03-01-2025, 08-01-2025, 14-02-2025 and 11-03-2025. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, to the best of their
knowledge and belief, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 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 Clause (e) of section 134(5) is not applicable as the Company is not a listed Company
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.
19. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure - B to this report.
20. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
21. DEPOSITS
The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year. The Company has not accepted any deposits during the year under review.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the following changes have taken the in the Board of Directors:
The Company was converted into Public Company post the 6th Annual General Meeting. Hence the rotation of directors was not considered at the 6th AGM held during the year under review.
Pursuant to Sec 152 of the Companies Act 2013 read with the Article 93 of the Article of Association of the Company Mrs FATHIMA JASNA KOTTEKKATTU (DIN: 10691112) Director of the Company is liable to retire by rotation and being eligible has offered herself for reappointment at the ensuing Annual General Meeting. The Board recommends her reappointment.
23. EMPLOYEE DETAILS
The total number of employees as on 31.03.2025 is 69.
The composition of the total number employees is as mentioned below:
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Number of male employees
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57
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Number of female employees
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12
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Number of transgender employees
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0
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Total number of employees
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69
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24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 MATERNITY BENEFIT ACT 1961
POSH Disclosure
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.
The company has also formed a ICC under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and rules made there under and the committee met twice during the year under report.
Number of complaints received during the year: NIL No. of complaints disposed off in the year; Nil Cases pending for more than 90 days; Nil
No. of workshops and awareness programmes conduced in the year; Nil Nature of action by employer or District Officer, if any Nil
Maternity Benefit Act Disclosure
There were no female employees covered under the Maternity Benefit Act 1961 for the year under review. Hence the Company does not require to disclose the maternity benefits provided under the Act.
25. AMOUNT WHICH IT PROPOSES TO CARRY TO RESERVES
The after-tax profit earned by the Company for the financial year was Rs. 2,86,34,398.62/-and the same was transferred to surplus account under reserves and surplus account.
26. COST RECORD
The provision of Cost audit as per section 148 is not applicable for the Company.
27. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed
29. DISCLOSURE OF COMPOSITION OF COMMITTEES
The details of the committees, the constituion and the meeting details are as mentioned below:
30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The company has developed a Whistle Blower and Vigil Mechanism Policy so as to enable the Directors and Employees to report their concerns and any unethical behavior or suspected fraud or violation of company's code of conduct. The board aims at providing a safer work environment for all the employees. The Whistle Blower and Vigil Mechanism Policy can be accessed in the website of the company under the link https://aicjewel.com/folders/3
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company's operations in future.
32. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT 2013
The Company has neither accepted nor renewed any deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013 during the year under review.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards and that systems are adequate and operating effectively.
34. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)
The board has adopted a Nomination and Remuneration Policy which clearly prescribes the criteria for the appointment, re-appointment, continuance etc of the Directors of the Company. It also makes sure that the Company adopts a proper combination of expertise, gender, skills, experience etc. The policy is placed in the web site of the Company and the link is https://aicjewel.com/files/5.
35. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies 47(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure -'C' to this Report, attached hereto.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to banks, employees, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on their Company.
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