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Bhakti Gems & Jewellery Ltd.

BSE: 540545 Sector: Consumer
NSE: N.A. ISIN Code: INE986W01016
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NSE 05:30 | 01 Jan Bhakti Gems & Jewellery Ltd
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VOLUME 6000
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P/E 100.00
Mkt Cap.(Rs cr) 18
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Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 21.00
VOLUME 6000
52-Week high 21.00
52-Week low 17.75
P/E 100.00
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting their 8th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2018.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March 2018 issummarized as follows:

Particular Year Ended On 31st March2018 Year Ended On 31st March2017
Income 388978838 229055374
Less: Expenditure (386372461) (226553836)
Profit/(Loss) Before Depriciation And Taxes 2606377 2501538
Less: Depreciation (79892) (52363)
Net Profit/(Loss) Before Tax 2526486 2449175
Less: Provision For Tax (650000) (730000)
Deffered Tax (24729) (3196)
Profit/(Loss) After Tax 1851757 1715979

2. FINANCIAL HIGHLIGHTS

Standalone Revenues: During the fiscal 2018 the gross operational profit of theCompany stood at Rs. 2526486.

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 37162417/-

6. SHARE CAPITAL

During the year under review the company has not issued and allotted Equity Shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act Mr. Manohar B Chunara hasresigned as independent directors of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial personnel ofthe company are mentioned below:

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 (CFO) 07/03/2017
Nirav Arvindbhai Shah Company Secretary 04/01/2017

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 Mrs. Varshaben AkshayMehta Whole Time Director of the company who is liable to retire by rotation beingeligible for reappointment offers herself for reappointment. Appropriate resolutions forthe re-appointment are being placed for your approval at the ensuing AGM.

8. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year seven Board Meetings and four Audit Committee Meetings were convened and held.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

9. 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.

10. 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 the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany 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.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.

12. 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 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

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 disclosureof its financial information

• To ensure that the financial statement is correct sufficient and credible.

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor’s independence and performance andeffectiveness of audit process.

• Approval or any subsequent modification of transactions of the company withrelated 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 relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly

financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow upthere 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 2 2
Milan C Dave Non-Executive & Independent Director Member 2 2
Vijaykumar B Patel Non-Executive & Independent Director Member 2 2

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 positiveattributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

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 Held OF MEETINGS 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

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 2018 are NIL.

Compliance Officer:

Mr. Nirav A Shah is the compliance Officer of the Company for the above purpose.

13. COMPANY’S POLICY RELATING TO PAYMEMT OF REMUNERATION TO DIRECTORS:

The Board determines the remuneration payable to the Executive Directors taking intoaccount their qualification expertise and contribution and based on recommendations ofthe Nomination and Remuneration Committee. Non-Executive Directors are eligible to receivesitting fees for attending Board

/ Committee Meetings as decided by the Board within the limits prescribed under theCompanies Act 2013.

The Remuneration policy of the Company is as under:

Remuneration to Non–Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him/her of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Act and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014.

Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides thestructure for Executive Directors. On the recommendation of the Nomination &Remuneration Committee the Remuneration paid/payable is approved by the Board of Directorsand by the members in the General Meeting in terms of provisions applicable from time totime.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company’s subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to thecompany. And Company does not have any subsidiary.

15. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating toappointment of M/s Parth Shah

& Associates Chartered Accountants by members at annual general meeting andtherefore it is proposed to ratify the appointment of M/s Parth Shah & AssociatesChartered Accountants as the Statutory Auditors of the Company.

The consent of M/s Parth Shah & Associates Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.

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 "Annexure –B". The report is self-explanatory.

17. AUDITORS’ REPORT

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

18. DISCLOSURE ABOUT COST AUDIT

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

19. 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.

20. 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.

21. 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.

22. 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 I .

23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS 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.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL 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.

26. DEPOSITS

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

27. PARTICULARS OF LOANS GIVEN GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION

186

The Company has not granted any loans Investment made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the financial statement.

28. 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 2018 are disclosed. Suitable disclosures as required under AS 18 have been madein the Financial Statement. It means there is no related party transaction.

29. 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 whichis available 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.

30. 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.

31. 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.

32. 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.

33. 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.

34. 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. Further Company has obtained a Certificate from a PracticingCompany Secretaries certifying the same.

35. 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 appointedNirav A Shah Compliance officer under the code.

36. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels

REGISTERED OFFICE: BY ORDER OF BOARD OF DIRECTORS
209 SHREE BALAJI PARAGON
B/S ROCK REGENCY HOTEL
OPP. AXIS BANK SD/-
NR. CIRCLE - P C.G.ROAD AKSHAY S MEHTA
AHMEDABAD-380009 GUJARAT AUTHORIZED PERSON
DATE: 16/08/2018
PLACE: AHMEDABAD