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Jinaam's Dress Ltd.

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Annual Report

For Year :
2018

Director’s Report

The Directors are pleased to present their Annual Report along with the Audited statement of Accounts for the year ended on 31st March 2018.

1 STATE OF COMPANY AFFAIRS & FINANCIAL HIGHLIGHTS: During the year under review, the Gross Revenue of the Company of Rs. 1,54,22,92,882/- as compared to Rs, 1,35,01,76,764/- of the previous year which is increased by 14.23%. During the year company has earned profit after Tax of Rs. 7,82,54,472/- as compared to Rs.2,92,18,910/-in the previous year, which is increased by 167.82%.

2 TRANSFER TO RESERVE: Company has not transferred any amount from profit to general reserve.

3 DIVIDENDS: The Directors do not recommended any dividend,

4 ANNUAL RETURN: The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information.

5 MEETING OF BOARD OF DIRECTORS; The details of Meetings of Board of Directors held during the Financial Year is enclosed herewith.

6 DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions contained in Sec. 134 (5) of the Companies Act, 2013, the Directors of your Company hereby confirm.

A. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

B. That the director 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 and of the profit and loss of the Company for that period;

C. That the director 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 for preventing and detecting fraud and other irregularities;

D. That the director had prepared the annual accounts on a going concern basis;

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.

7 DECLARATION BY INDEPENDENT DIRECTORS: Particulars of Declaration by Independent Director as required U/s. 134 (3)(d) of the Companies Act, 2013, was not applicable to your Company upto 31.03.2018.

8 NOMINATION AND REMUNERATION COMMITTEE U/S 178: As required U/s. 134(3)(e) of the Companies Act, 2013, the company does not fall U/s 178, so its not applicable to your company upto 31.03.2018.

9 Cost Auditor: Pursuant ot the Provisions of Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Director have appointed Mr. Vipin M Patel, Cost Accountant as the Cost Auditor of the Company for Financial Year ending March 31, 2019 Subject to remuneration being ratified by the Members at the ensuing AGM of the Company.

10 AUDITORS: In the last AGM held on 30/09/2015, M/s C. S. Jariwala & Co., Chartered Accountants were appointed as auditors for five years from 01/04/2015 to 31/03/2020 subject to annual ratification. Section 139 of the companies Act, 2013 have since been modified, the requirement of ratification has been done away with. So, your Board proposes to confirm the appointment of M/s C. S. Jariwala & Co., Chartered Accountants for the same period of 01/04/2015 to 31/03/2020 without any requirement of ratification every year.

11 COMMENTS ON AUDITOR’S REPORT: The notes referred to in the Auditor’s Report are self explanatory and as such they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

12 FRAUD REPORTED BY AUDITOR: No Fraud has been reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central government. -

13 COST RECORDS: The company is maintain Cost Records as specified by Central government under sub-section (1) of section 148 of the Companies Act, 2013.

14 LOANS, GUARANTEES AND INVESTMENTS: The details of Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March of the year is enclosed herewith.

15 RELATED PARTY TRANSCATIONS: The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in Form no. AOC-2 for your kind perusal and information.

16 MATERIAL CHANGES: There is no Material changes have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, which is affecting the financial position of the company. Also there is no change in the nature of business of the company

17 ADDITIONAL INFORMATION:

A. Conservation of Energy: Particulars of energy Conservation required U/s. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 is applicable to your Company & have attached.

B. Technology absorption: The Company has no R & D Dept. & no expenditure either capital or on recurring A/c has been incurred during the year under review.

C. Foreign Exchange Earning & Outgo: enclosed herewith

18 RISK MANAGEMENT: Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. A forma! enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk . Management Policy and Guidelines, and make use of these in their decision making, identified Key business risks and their mitigation are considered in the annuai/strategic business plans and in periodic management reviews.

The risk management process, over the period of time will become embedded into the Company’s business systems and processes, such that our responses to risks remain current and dynamic.

19 CORPORATE SOCIAL RESPONSIBILITY U/S 135: As required U/s. 134(3}(0) of the Companies Act, 2013, the company does not fail U/s 135, so its not applicable to your company during the year. The applicability of CSR committee arises after the financial year ended 31.03.2018, so the company will make a committee and policy for proper compliance of the Corporate Social Responsibility.

20 SUBSIDIARY COMPANY,JOINT VENTURE OR ASSOCIATE COMPANY: The Company does not have any Subsidary or Joint Venture or Asscociate Company.

21 PUBLIC DEPOSIT: The Company has not accepted any fixed deposits from the public within the meaning of the section 73 of Companies Act, 2013. The details of loan received from directors and there relatives, not covered under definition of deposits as per rule 2(l)(c)(viii) are attached herewith.

22 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with Section 152(6} of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Vishal Hemraj Oswal (DIN: 02941610), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. The details of changes amongst the directors and key management personnel is enclosed herewith.

23 INTERNAL FINANCIAL CONTROL: The Company has, in all material respects, an adequate internal financial controls system over financial reporting, commensurate with the nature of its business, size, scale and complexity of the Company. The Statutory Auditor has also commented on the internal financial control on financial reporting in their report.

24 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The companies act, 2013 re-emphasizes the need for an effective interna! financial control system in the company. Rule 8(5} (viii} of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board’s report. The detailed report forms part of Independent Auditors Report.

25 Vigil Machanism: Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism.

26 OTHER DETAILS:

The company has not issued any equity shares with differentia! voting right etc.

The company has complied with the provisions relating to the constitution of internal committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27 ACKNOWLEDGEMENT: We would like to thank our Bankers, Auditors, and members for extending their full Cooperation during the year.

For the Board of Director of

Place: SURAT JINAAM’S DRESS LIMITED

Date: 10/08/2018 Rahul Hemraj Oswal Vishal Hemaj Oswal

Managing Director Whole time Director

DIN:02920606 DIN:02941610

Director’s Report