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Bhakti Gems & Jewellery Ltd.

BSE: 540545 Sector: Consumer
NSE: N.A. ISIN Code: INE986W01016
BSE 15:41 | 02 Jul 62.30 -0.05
(-0.08%)
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62.30

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62.30

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NSE 05:30 | 01 Jan Bhakti Gems & Jewellery Ltd
OPEN 62.30
PREVIOUS CLOSE 62.35
VOLUME 200
52-Week high 66.35
52-Week low 19.13
P/E 890.00
Mkt Cap.(Rs cr) 62
Buy Price 62.30
Buy Qty 100.00
Sell Price 62.35
Sell Qty 10.00
OPEN 62.30
CLOSE 62.35
VOLUME 200
52-Week high 66.35
52-Week low 19.13
P/E 890.00
Mkt Cap.(Rs cr) 62
Buy Price 62.30
Buy Qty 100.00
Sell Price 62.35
Sell Qty 10.00

Bhakti Gems & Jewellery Ltd. (BHAKTIGEMS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 9th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March 2019is summarized as follows:

Particular Year Ended On 31st March 2019 Year Ended On 31st March2018
Income 623763536 388978838
Less: Expenditure (622778046) (386372461)
Profit/(Loss) Before Depreciation and Taxes 985490 2606377
Less: Depreciation (99440) (79892)
Net Profit/(Loss) Before Tax 886050 2526486
Less: Provision For Tax (200000) (650000)
Deferred Tax (24368) (24729)
Profit/(Loss) After Tax 661682 1851757

2. FINANCIAL HIGHLIGHTS

Your Company posted a total revenue of Rs. 623763536 in the financial year ended on31 March 2019. Profit after tax is Rs. 661682 in the financial year ended on 31 March2019.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

No change of business occurs during the year under review.

4. DIVIDEND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

5. RESERVES

The amounts as on ended of financial year Reserves are Rs. 58666283/-

6. SHARE CAPITAL

During the year under review the company has allotted 1904760 Equity shares to thePromoters and non promoters on preferential basis as on 17th December 2018.The paid-up equity share capital as on 31 March 2019 stood Rs. 87185600.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary or joint ventures or associate companies.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of five members as on 31 March 2019 two of whom are Promoters andNon-Independent Directors and the remaining three are Independent Directors. Pursuant tothe provisions of Section 203 of the Act the Key Managerial personnel of the company arementioned below as on this Report:

Name Designation Date of Appointment
Akshay Sevantilal Mehta Managing Director 30/12/2016
Varshaben Akshay Mehta Whole Time Director 17/03/2017
Pratikkumar Rameshbhai Valani Chief Financial Officer 07/03/2017
Shalu Agrawal Singhania Company Secretary 29/06/2019

During the year under review Mr. Nirav Arvindkumar Shah has resigned as CompanySecretary and Compliance Officer of the Company. The Board of Director has appointed Mrs.Shalu Agrawal Singhania as a Company Secretary and Compliance Officer of the companyw.e.f. 29th June 2019. Except above there is no other changed in Board and keyManagerial Personnel of the company. None of the Directors of the Company is disqualifiedfor being appointed as Director as specified in Section 164 (2) of the Companies Act2013. The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 and16 (b) of the Listing Regulations fromIndependent Directors confirming that they are not disqualified for continuing as anIndependent Director.

 

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 Mr. Akshay SevantilalMehta Managing Director of the company who is liable to retire by rotation beingeligible for reappointment offers himself for reappointment. Appropriate resolutions forthe re-appointment are being placed for your approval at the ensuing AGM.

9. MEETINGS

Board Meeting

Regular meetings of the Board are held inter-alia to review the financial results ofthe Company and other meetings for discuss and decide on various business policiesstrategies and other businesses.

During the Financial Year under review the Board of Directors of the Company met Eighttimes i.e 11 April 2018 30 May 2018 16 August 2018 31 October 2018 and 14 November2018 03 December 2018 17 December 2018 and 11 March 2019. The following table givesthe attendance of the Directors at the Board meetings of the Company:

Sr. Name of the Director No. Category & Position No. of Board meetings held during the year No. of Board meetings attended
1 Akshay Sevantilal Mehta Managing Director 8 8
2 Varshaben Akshaykumar Mehta Wholetime Director 8 8
3 Vijaykumar Bhikhabhai Patel Non-Executive and Independent Director 8 8
4 Milan Chandrakant Dave Non-Executive and Independent Director 8 8
5 Hardikkumar Hemendrakumar Shah Non-Executive and Independent Director

8

8

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Various Committees.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that: (a) In thepreparation of the annual accounts the applicable accounting standards have been followedalong with explanation relating to material departures; (b) The directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit/loss of the company forthat period; (c) The directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) The directors have prepared the annual accounts on a going concernbasis; and (e) The directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO The particulars as required under the provisions of Section 134(m) of theCompanies Act 2013 in respect of conservation of energy and technology absorption havenot been furnished considering nature of activities undertaken by the company during theyear under review. Further during the year under review the Company has neither earnednor used any foreign exchange.

13. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

 

Composition:

NAME OF THE DIRECTORS CATEGORY OF REMARKS DIRECTORSHIP NUMBER OF MEETINGS
Held Attended
Milan C Dave Non-Executive & Independent Director Chairman 4 4
Vijaykumar B Patel Non-Executive & Independent Director Member 4 4
Akshay Sevantilal Mehta Managing Director Member 4 4

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information To ensure that the financial statement is correct sufficient andcredible. Recommending the appointment remuneration and terms of appointment of externalAuditor. Review and monitor the auditor's independence and performance and effectivenessof audit process. Approval or any subsequent modification of transactions of the companywith related parties Scrutiny of inter-corporate loans and investments

Valuation of undertakings or assets of the Company wherever it is necessary.Monitoring the end use of funds raised through public offers and related matters.Reviewing with management the Annual financial statements and half yearly and Quarterlyfinancial results before submission to the Board. Reviewing periodically the adequacy ofthe internal control system. Discussions with Internal Auditor on any significant findingsand follow up there on.

B. NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Manoharbhai B Chunara Non-Executive & Independent Director Chairman 1 1
Milan C Dave Non-Executive & Independent Director Member 1 1
Vijaykumar B Patel Non-Executive & Independent Member 1 1

 

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:Formulation of the criteria for determining the qualifications positive attributes andindependence of Director; Devising a policy on Board diversity; Formulation ofRemuneration policy; Review the structure size and composition of the Board; Identifyingand selection of candidates for appointment as Directors; Identifying potentialindividuals for appointment as Key Managerial Personnel and Senior Management; Formulationof criteria for evaluation of Independent Directors and the Board. Policy of theNomination and Remuneration is formal part of the this Report.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

 

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS NUMBER OF MEETINGS
Held Attended
Milan C. Dave Non-Executive & Independent Director Chairman 4 4
Vijaykumar B. Patel Non-Executive & Independent Director Member 4 4
Akshay Sevantilal Mehta Managing Director Member 4 4

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.

14. AUDITORS

At the 08th AGM held on September 19 2018 the Members approved appointment of M/s.Parth Shah and Associates Chartered Accounts (FRN: 144251W) as Statutory Auditors of theCompany to hold office for a period of five years from the conclusion of that AGM till theAGM to be held in 2023-2024. The Board has duly reviewed the Statutory Auditors' Report ofM/s. Parth Shah and Associates for the financial year ended on 31 March 2019 and theobservations and comments appearing in the report are self-explanatory and do not callfor any further explanation/ clarification by the Board of Directors as provided underSection 134 of the Companies Act 2013.

15. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

16. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under M/s. Manohar ChunaraPracticing Company Secretary have been appointed as Secretarial Auditor of the Company.The report of the Secretarial Auditor is enclosed to this report as "AnnexureA". The report is self-explanatory.

17. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditor. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

19. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

20. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation2015 the Company has constituted a Business Risk Management Committee. At present theCompany has not identified any element of risk which may threaten the existence of theCompany.

21. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE B .

22. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year and the date of Directors'Report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future. Thecompany is doing reasonable growth and development.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firms of Chartered Accountant asInternal auditor. The audit committee ensures that the internal control systems areadequate and working effectively.

25. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public duringthe year.

26. PARTICULARS OF LOANS GIVEN GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION186

The Company has not granted any loans Investment made guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statement.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013and Listing Obligation Disclosure Regulation (LODR) 2015 during the financial year endedMarch 31 2019 are disclosed. Suitable disclosures as required under AS 18 have been madein the Financial Statement. It means there is no related party transaction.

28. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. However as per theprovisions of Section 136 of the said Act the Annual Report Excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining the information on employee's particulars which isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the Company up to the date of ensuing Annual GeneralMeeting may write to the Company at the registered office of the Company in advance.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall not be applicable to the Company.

30. LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. Further theCompany is regular in compliances of various clauses and regulations of the ListingAgreement and/or LODR.

31. PARTICULARS REGARDING EMPLOYEES:

During the year under report none of the employees was in receipt of remunerationexceeding the limit prescribed under Section 197(12) of the Companies Act 2013 and Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

32. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

33. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is not having the paid up share capital exceeding Rs. 10 crore and Net worth isexceeding Rs. 25 cores.

34. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code. The Board has appointedMrs. Shalu Agrawal Singhania Compliance officer under the code.

35. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support ofShareholders Bankers various government authorities members and business associates fortheir continued support and valuable co-operation.

For and on behalf of Board of Directors
SD/- SD/-
Akshay S Mehta Varshaben A Mehta
DATE: 26/08/2019 Managing Director Whole time Director
PLACE: Ahmedabad