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Starline Precious Stone Ltd Diamond Cutting / Jewellery
BSE Code
540492
ISIN Demat
INE594W01026
Book Value
10.9472955
Div & Yield %
0.00
Market Cap (Rs. Cr.)
49.61
P/E
0.00
EPS
0.03
Face Value
10

To,

The Members,

Your Directors are pleased to present the 8th Annual Report of your Company together with the Audited Financial statements and Auditors' Report for the year ended 31st March, 2019.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company is summarized below:

(Amount in Rs.)

Particulars F.Y. 2018-19 F.Y. 2017-18
Revenue from Operations 13,95,00,193.00 24,14,90,061.00
Other Income 387.27 985.39
Total Income 13,95,00,580.27 24,14,91,046.39
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items 8,63,021.88 38,17,370.64
Less:
Exceptional/Extraordinary items (Note-1) - (17,70,948.00)
Profit/(Loss) Before Tax 8,63,021.88 20,46,422.64
Less: Tax Expense :
- Current Tax 2,69,170.00 7,99,300.00
- Deferred Tax Liabilities/(Assets) -15,162.00 26,171.00
Net Profit/(Loss) After Tax 6,09,013.88 12,20,951.64

Note-1: An extraordinary item in the previous year represents various expenses relating to the Initial Public Offer of the Company and related thereto.

2. REVIEW OF OPERATIONS:-

The Total Income of your Company for the current year was decreased to Rs. 13,95,00,580.27/- as against Total Income of Rs. 24,14,91,046.39/- of the previous year. Also, the Company's Net Profit After Tax has been decreased to Rs. 6,09,013.88/- for the current year as against the Net Profit After Tax of Rs. 12,20,951.64/- of the previous year.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

5. PUBLIC DEPOSITS:-

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

6. SHARE CAPITAL:-

During the year under review, your Company's issued, subscribed & paid up Equity Share Capital remains unchanged to Rs. 21,61,50,000/- (Rupees Twenty One Crore Sixty One Lakh Fifty Thousand) divided into 2,16,15,000 (Two Crore Sixteen Lakh Fifteen Thousand) Equity Shares of Rs. 10/-

7. BOARD OF DIRECTORS:-

Mr. Shwet Koradiya (DIN: 03489858), Mr. Brijeshkumar Mali (DIN: 07385024), Mr. Paresh Lathiya (DIN: 07551263) and Mrs. Niki Doshi (DIN: 07940941) were the Directors on the Board at the beginning of financial year. However, the following changes were occurred till the date of approval of Directors' Report of the Company:

? Mr. Shwet Koradiya (DIN: 03489858), Director of the Company liable to retire by rotation has been reappointed in 7th Annual General Meeting of the Company held on 20th September, 2018.

? Mrs. Niki Doshi (DIN: 07940941) Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 25 th October, 2018 and the same has been accepted by Board of Directors in Board Meeting held on 2nd November, 2018.

? Mrs. Jenish Bhavsar has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 3rd November, 2018 in the Board Meeting held on 2nd November, 2018 who hold office upto the date of 8th Annual General Meeting. The Company has received a notice from Shareholder in terms of Section 160 of the Act signifying intention to propose the appointment of Mrs. Jenish Bhavsar as an Independent Director w.e.f. 3rd November, 2018.

? As on 31st March, 2019, Your Company has 4 (Four) Directors, namely,

Mr. Shwet Koradiya - Chairman and Managing Director
Mr. Brijeshkumar Mali - Independent Director
Mr. Paresh Lathiya - Independent Director
Mrs. Jenish Bhavsar - Additional Independent Director

? As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

8. KEY MANAGERIAL PERSONNEL:-

As on 31st March, 2019, Your Company has the following Key Managerial Personnel (KMP):

(i) Mr. Shwet Koradiya - Chairman & Managing Director
(ii) Mr. Shreykumar Sheth - Chief Financial Officer (CFO)
(iii) Ms. Khushboo Modi * - Company Secretary & Compliance Officer

> Mr. Shyam Kapadia has appointed for the Post of Company Secretary and Compliance Officer w.e.f. 14th May, 2018 and resigned w.e.f. 31st October, 2018.

* Ms. Khushboo Modi has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 2nd March, 2019.

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Company's website at www.puregiftcarat.com.

10. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2019 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, no loans or guarantees have been given to any person or body corporate directly or indirectly and no investments have been made by the Company under Section 186 of the Companies Act, 2013.

12. MEETINGS OF BOARD OF DIRECTORS :-

During the year, 4 (Four) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

13. MEETINGS OF MEMBERS:-

During the year under review, 7th Annual General Meeting of the Company was held on 20th September, 2018 and no Extra Ordinary General Meeting was held during the financial year.

14. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2018-19 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

15. BOARD EVALUATION: -

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization's strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of shares of the Company 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 is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

Your Company is not engaged in any type of production. Hence, there are no extra steps taken for energy saving. However, regular steps have been taken to improve energy consumption by using LED lights in office premises. Further, during the year, your Company has not made any capital investment on energy conservation equipment. Your Company is using Electricity as source of energy only.

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

18. EXTRACT OF ANNUAL RETURN:-

Pursuant to Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is attached to this report as "Annexure-1". The same is being made available on the Company's website www.puregiftcarat.com.

19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

20. POLICY:-

? VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company's code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's website www.puregiftcarat.com.

? REMUNERATION POLICY:-

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy has been uploaded on the Company's website www.puregiftcarat.com.

21. BOARD DIVERSITY POLICY:-

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise,

gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www.puregiftcarat.com

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31st March, 2019, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

23. CORPORATE SOCIAL RESPONSIBILITY TCSR1:-

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company's website at web link www.puregiftcarat.com.

During the year, your Company has entered into material related party contract. Accordingly, the disclosure of related party contracts as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is attached to this report as "Annexure-2".

Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Note to the Financial Statement.

25. PARTICULARS OF EMPLOYEES:-

Information on particulars of employees' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be NIL as there are no employees who are in receipt of remuneration above the prescribed limit.

26. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directors' Remuneration to Median Employees' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as "Annexure-3".

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the

constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2018-19, the Company had not received any complaints and no complaints were pending as on 31st March, 2019.

28. STATUTORY AUDITORS' AND REPORT:-

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Registration No. 123689W) were appointed as Statutory Auditors of the Company at the 5th Annual General Meeting held on 30th September, 2016 to hold office until the conclusion of the 10th Annual General Meeting to be held in the year 2021, subject to ratification at every intervening Annual General Meeting of the Company.

However, vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 8th AGM.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

29. INTERNAL AUDITORS AND REPORT:-

M/s. Atit Shah & Associates, Chartered Accountants of Surat is acting as an Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

30. SECRETARIAL AUDIT:-

During the year, your Company has appointed Mr. Manish R. Patel, Company Secretary in Practice of Surat as Secretarial Auditor to undertake the secretarial audit of the Company for the F.Y. 2018-19. The Secretarial Audit Report in form MR-3 is attached to this report as "Annexure-4". The report does not contain any qualifications, reservation or adverse remarks.

31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-

The Management's Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company's strategy and its ability to create and sustain value to your Company's key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis Report capturing your Company's performance, industry trends and other material changes with respect to your Company is attached to this report as "Annexure - 5".

32. CORPORATE GOVERNANCE:-

The members may please note that the provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as "Annexure - 6".

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as non-compliance of the above mentioned regulations.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

34. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business of trading of Precious Metals, Stones & Jewellery. Hence, there is no change in the nature of the business of the Company during the year.

35. LISTING FEES:-

The Equity Shares of the Company are listed on SME Platform of BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2019-20.

36. REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent on 9th May, 2017.

37. 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.

38. DETAILS SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

39. MAINTENANCE OF COST RECORDS & AUDIT:-

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

40. SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY:-

Board of Directors of your Company in its Board Meeting held on 14th May, 2018 has approved to shift the Registered Office of the Company within Local Limits of the City from "Plot-828/829, 3rd Floor, Office-3, Shree Kuberji Complex, Athugar Street, Nanpura Main Road, Surat-395001, Gujarat" to "M-40, Second Floor, VIP Plaza, Near Shyam Temple, Vesu, Surat-395007, Gujarat" w.e.f. 1st June, 2018.

41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

42. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Company's culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Companycontinues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

43. ACKNOWLEDGEMENT:-

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

PURE GIFTCARAT LIMITED
Place: Surat SHWET KORADIYA
Date: 21/08/2019 Chairman & Managing Director
DIN:03489858

   

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