Your Directors take pleasure in presenting their 13th Annual Report on the business andoperations of the company together with the audited financial statements for the FinancialYear ended 31st March 2018.
The financial performance of the Company for the year ended on 31st March 2018 and theprevious financial year ended 31st March 2017 is given below
|Particulars ||31st March 2018 ||31st March 2017 |
|Net Sales/Income from Business operations ||3763427899.00 ||3129567292.00 |
|Other Income ||13352519.77 ||4346023.00 |
|Total income ||3776780419.00 ||3133913315.00 |
|Less: Expense(Excluding depreciation) ||3757002901.00 ||3121674351.00 |
|Profit before Depreciation ||19777518.00 ||12238964.00 |
|Less: Depreciation ||614831.00 ||367209.00 |
|Profit before Exceptional & extra-ordinary items & Tax ||19162687.00 ||11871755.00 |
|Less: Exceptional Item ||0.00 ||0.00 |
|Add/Less: Extra Ordinary Items ||0.00 ||0.00 |
|Profit before Tax ||19162687.00 ||11871755.00 |
|Less: Deferred tax ||15464.00 ||24815.00 |
|Less: Wealth tax ||0.00 ||0.00 |
|Less: Income tax ||7219531.00 ||3903322.00 |
|Less: Previous year adjustment of income tax ||0.00 ||0.00 |
|Net Profit/ (Loss) after Tax for the year ||11927692.00 ||7943618.00 |
|Dividend(including Interim if any and final) || || |
|Earnings per share(Basic) ||3.871 ||31.78 |
|Earnings per share(Diluted) ||3.871 ||31.78 |
The performance of the company is note-worthy. The net profit of the company aftertaxation has increased to Rs. 11927692/- after write off of Rs. 4051500/- of IPOexpenses incurred during the year as compared to Rs. 7943618/- in the previous yearwhile the turnover of the company has increased to Rs. 3763427899/- as compared to Rs.3129567292/- in the previous year. Management of the company striving hard by makingmore sincere efforts for the better growth and prospects of the company in the future andto yield better returns for the members of the company.
The Board in its Meeting held on May 18 2018 declared dividend of Rs. 1 per equityshare. The proposal is subject to the approval of shareholders at the ensuing 13th AnnualGeneral Meeting (AGM).
TRANSFER TO RESERVES
The company has transferred the whole amount of profit to reserve and surplus accountas per attached Audited Balance sheet for the year ended on 31st March 2018.
SHARE CAPITAL AND OTHER CHANGES
During FY 2017 -18 following changes in the Company took place as follows:
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of Company has been increased from Rs. 25.00 Lacs to Rs.5.00 Crores by passing an ordinary resolution in the ExtraOrdinary General meetingof the members of the Company held on Friday the 27th day of April 2017.
During the year company has increased its issued and paid-up Equity Share Capital byissuing Bonus Shares of Rs. 10.00 each to the existing shareholders from its reserve andsurplus account in the proportion of (8:1) by passing special resolution in theExtra-Ordinary general meeting of the members of the company held on Friday the 12th dayof May 2017. The changed paid-up equity share capital of the company after the issue ofBonus Shares was Rs. 22500000.
INITIAL PUBLIC OFFER AND LISTING OF SHARES
In July 2017 the Company came up with an IPO and allotted 831000 equity shares withface value of Rs.10 each fully paid-up at an issue price of Rs. 40 (including a sharePremium of Rs. 30/- per equity share). The changed paid-up Equity Share Capital of thecompany was Rs. 30810000/- (Rupees Three Crores Eight Lacs Ten Thousand only) as on 31stMarch 2018.
During the year the credit rating of the company is done by CARE Ratings Limited SEBIregistered credit rating agency and the rating has been assigned to the company as CARE BB/ Stable / CARE A4 for the various credit facilities availed from the Banks.
CHANGE IN THE NAME OF THE COMPANY
During the financial year a special resolution was passed in the Extra-Ordinary GeneralMeeting of the members of the Company held on Wednesday the 01st February 2017 forconversion of company from Private limited to Limited. Further the name of the companywas changed from Gautam Exim Private Limited to Gautam Exim Limited as certificate ofname change is received from ROC Gujarat on 25th April 2017.
CONVERSION INTO PUBLIC COMPANY
The Company was a private limited company at the beginning of Financial Year 2016-17named as "Gautam Exim Private Limited" and it was desirous of being listed onstock exchange hence a special resolution was passed unanimously by the members in theextra-ordinary general meeting on 01st February 2017 for conversion of the company into apublic company and was subsequently approved by the Registrar of Companies Gujarat byissuing a fresh Certificate of Incorporation in the favor of the Company on Dt. 25thApril 2017. Hence the company was successfully converted into a public company namely"Gautam Exim Limited".
Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.
During the year company has transferred a sum of Rs. 40000000/- (Rupees four Croresonly) line under sundry creditors in the account of Gautam Enterprise the erstwhileproprietary concern of director Mrs. Nagalakshmi Balasubramanian. This amount does notattract any interest.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries Joint Ventures and Associates as on the year ended31st March 2018.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/s Big Share Services Private Limited as its Registrar &Share Transfer Agent.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The operations of the company are reviewed in a detailed report on the ManagementDiscussion and Analysis is provided as a separate section in the Annual Report which formspart of the Board's Report as Annexure-4.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INDEPENDENT DIRECTORS
The Board of Directors of the Company informs the shareholders of the Company about thechanges in the composition of the Board of Directors of the company during the FinancialYear 2017-18 as follows:
Since the Company got its Equity Shares listed on BSE in the month of July 2018 theCompany was required to appoint the Independent Directors in accordance with theprovisions of the Companies Act 2013. Mr. Umakant Kashinath Bijapur and Mr. ShivkumarJanakiram Giddu as (Non-executive) Directors under Independent category by vide resolutionpassed in EoGM held on 28th April 2017 for the term of five years.
APPOINTMENT / CHANGE OF DIRECTOR
Umakant Kashinath Bijapur and Mr. Shivkumar Janakiram Giddu were appointed as Directoron the board w.e.f 28th April 2017 by vide Resolution passed in Extra-Ordinary Generalmeeting held on Dt. 28th April 2017.
Mrs. Lakshmi Ramanathan Iyer was appointed as Chief Financial Officer (CFO) of thecompany w.e.f 27th April 2017 as per the provisions of the Companies Act 2013. Shehandles the finance and accounts of the company and is associated with the company sinceLong.
The Designation of Mr. Balasubramanian Raman was changed as Managing director and Mrs.Nagalaxmi Balasubramanian as Whole time Director on the board w.e.f 27th April 2018 for aterm of five years and has been handling the management of the company with utmostefficiency.
Ms. Silkyben Shah appointed as Company Secretary cum- Compliance Officer of theCompany with effect from 27th April 2017.
During the year Mr. Surendra Nemchand Shah ceased to be a director of the Company dueto resignation.
DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED
Pursuant to the provisions of section 152(6) and other applicable provisions of theCompanies Act 2013 Mrs. Nagalaxmi Balasubramanian though appointed as a whole-timeDirector on the board w.e.f 27th
April 2017 for a term of five years has been associated with the company as directorsince 05th August 2005 is liable to get retired by rotation at the ensuing 13th AGM andbeing eligible to get re-appointed as wholetime Director of the company in theensuing AGM of the company. Accordingly requisite resolution shall form part of theNotice convening the AGM.
COMPOSITION OF BOARD OF DIRECTORS
The Board of Directors of Gautam Exim Limited is a balanced one with an optimum mix ofExecutive and Non Executive Directors. The Board of the Company is headed by an ExecutiveChairman.
Chairman takes the strategic decisions frames the policy guidelines and extendswholehearted support to Executive Directors business heads and associates. As on 31stMarch 2018 The Board of company consists of four Directors.
The composition and category of Directors is as follows:
|Category ||Name of Directors ||DIN |
|Promoter & Managing Director ||Balasubramanian Raman ||00410443 |
|Promoter & Whole time Director ||Nagalaxmi Balasubramanian ||00410495 |
|Independent Director (Non- Executive) ||Shivkumar Janakiram Giddu ||05213072 |
|Independent Director (Non- Executive) ||Umakant Kashinath Bijapur ||07269181 |
|Independent Director (Non- Executive) ||* Surendra Nemchand Shah ||00160401 |
* During the year Mr. Surendra Nemchand Shah Ceased to be a Director of the Company.
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors met at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director. During the year underreview the independent directors met on 07/03/2018 inter alia to discuss:
Evaluation of the performance of Non independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non- Executive directors.
Evaluation of the quality content and timeliness of flow of informationbetween the management and the board that is necessary for the board to effectively andreasonably its duties.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and take a view on the Company'spolicies and strategy apart from other Board matters. The notice for the board meetings isgiven well in advance to all the Directors.
During the year the Board of Directors met seven times and board meetings were held onthe following dates as mentioned in the table:
|SN ||Date of Meeting ||Board Strength ||Directors Present |
|1 ||27/04/2017 ||3 ||3 |
|2 ||12/05/2017 ||3 ||3 |
|3 ||06/07/2017 ||5 ||5 |
|4 ||22/07/2017 ||5 ||4 |
|5 ||04/11/2017 ||4 ||3 |
|6 ||14/11/2017 ||4 ||4 |
|7 ||07/03/2018 ||4 ||4 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS APPOINTMENT REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration includingcriteria for determining qualifications performance evaluation and other matters ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of both non-executive directors and executivedirectors. The Company's Nomination & Remuneration policy which includes theDirector's appointment & remuneration and criteria for determining qualificationspositive attributes independence of the Director & other matters is attached asAnnexure-3 to this Report and the same is also available on the websitewww.gautamexim.com.
COMMITTEES OF THE BOARD
The Board of Directors has constituted three Committees viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Annexure-5.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
AUDITORS OF THE COMPANY STATUTORY AUDITORS
The Board of Directors has recommended the appointment of M/s B. A. Desai &Associates. Chartered Accountants bearing Registration No. 113069W as StatutoryAuditors of the Company for a term of 4 (Four) consecutive years to hold office from theconclusion of ensuing Annual General Meeting till the conclusion of the 17th AnnualGeneral meeting of the Company. They have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Vishal Dewang of Prop. of Vishal Dewang and Associates Company Secretary inPractice to conduct the secretarial audit for the financial year 2017-18. The SecretarialAudit Report as received from Mr. Vishal Dewang Company Secretary in Practice is appendedas Annexure-2 to this Report.
COMMENTS ON AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made by M/s.B. A. Desai & Associates Statutory Auditors in their Audit Report.
Comment : The Nomination and remuneration committee has not duly form with majorityof non-executive Director.
Reply to comment of Secretarial Auditor
During the last year Mr. Surendra Nemchand Shah was ceased to be a Director of theCompany who was Non-executive Independent Director and member of the NRC Committee Afterhis resignation company looking for a suitable person to fill up the vacancy caused by theresignation of Mr. Surendra Nemchand Shah.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 is not applicable to the Company.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls whichimpact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2017-18 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
The Corporate Governance requirements as stipulated under the of SEBI (LODR)Regulations 2015 is not applicable to the company but the Company adheres to goodcorporate practices at all times.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2017 as required under Section 92(3) of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 is annexed herewith asAnnexure-1 which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year under review no loans or guarantees have been given to any person orbody corporate directly or indirectly and no investments have been made by the Companyunder Section 186 of the Companies Act 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were on thearm's length basis and were in the ordinary course of business. There was no materiallysignificant related party transitions entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated person. Accordingly there are notransactions that are required to be reported in form AOC-2 in terms of Section 134 of theCompanies Act 2013.
All Related Party Transactions were placed before the Audit Committee and the Board forapproval. A policy on the related party Transitions was framed approved by the Board andposted on the Company's website www.gautamexim.com.
However you may refer to Related Party transactions as per the Accounting Standardsin the Notes forming part of financial statements.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
HUMAN RESOURCE DEVELOPMENT
The Company is pleased to report that during the year under reporting the industrialrelations were cordial.
VIGIL MECHANISM & WHISTLE BLOWER
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. The Vigil Mechanism Policy has been uploaded on the website of the Companyi.e. www.gautamexim.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required to be included in terms of Section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below:
A. Conservation of Energy:
The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However the Company is using electricity in office and regularsteps have been taken to improve energy consumption. Further during the year yourCompany has not made any capital investment on energy conservation equipment. Your Companyis using electricity as source of energy only.
B. Technology Absorption:
The project of your Company has no technology absorption hence no particulars areoffered.
C. Foreign Exchange Earning and Outgo:
The foreign exchange earnings was Rs. 30570024/- (USD $ 475620.24) The foreignexchange outgo was Rs. 310731940/- (USD $ 47888631.75)
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
During the year there was no cases pending and there was no complaints filed of sexualharassment of women.
PROHIBITION OF INSIDER TRADING
With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct for Prohibition of Insider Trading.INVESTOR GRIEVANCE REDRESSAL During the financial year under review there were no pendingcomplaints or share transfer cases as on 31st March 2018.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company whichare as follows:
This policy deals with the retention and archival of the corporate record theserecords are prepared by the employees of the company under this policy any materialinformation relating to the company shall be hosted on the website of the company for theinvestors and public and remain there for period of five year. The policy of the companyfor the access is available on the website i.e. www.gautamexim.com.
CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board ofDirectors of the Company; they have to be abiding by the rules and laws applicable on thecompany for the good governance and business ethics. It describes their responsibility andaccountability towards the company policy of the company relating to that is available forthe access at the website i.e. www.gautamexim.com.
CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in anymanner. A code of conduct is required for them for their unbiased comments regarding theworking of the company. They will follow the code while imparting in any activity of thecompany policy deals with the code of conduct of the Independent Directors their dutiesand responsibilities towards the company is available at the website i.e.www.gautamexim.com.
DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
From the point of Listed entity investors are expecting more and more information fromthe company so under this policy the management of the company determines the materialevents of the company and disclose them for their investors. Under this policy company maydecide all those events and information which are material and important that iscompulsory to be disclosed for the investors about the company policy related to this isavailable at the website www.gautamexim.com.
There are many information's that are important and price sensitive and required to bekept confidential on the part of the company if the information is disclosed this willharm the image of the company in the definition of the insider it will include all thepersons connected with the company including all employees. The policy relating to this isavailable on the website of the company. This policy is applicable to all employees andKMP's of the company to not to disclose the confidential information of the company whichaffects the performance of the company policy related to this available atwww.gautamexim.com.
NOMINATION AND REMUNERATION
Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b) Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks.
c) Remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals. Policy relating to the nomination andremuneration of the company is available on the website www.gautamexim.com.
PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Actpolicy relating to that for the safe keeping of the documents is available on websitewww.gautamexim.com.
RELATED PARTY TRANSACTIONS
The Objective of the Policy is to set out: (a) The materiality thresholds for relatedparty transactions; and (b) The manner of dealing with the transactions between theCompany and its related parties based on the Act your company adopted this policy fordealing with parties in a transparent manner available at the website www.gautamexim.com.
RISK ASSESSMENT AND MANAGEMENT
Risk is the part of the every one's life while running any business there are manykind of risk is involved to minims the business risk and all the factors that willnegativity effects the organization every company tries to follows a certain procedure forthe forecasting of the risk and its management policy relating to this is available in thewebsite www.gautamexim.com.
WHISTLE BLOWER AND VIGIL MECHANISM:
While running the big organization there are certain good and bad things may behappened in order to control the fraud misconduct and malpractices this procedure isadopted by the company and reporting of this procedure is done under the vigil mechanismby adopting this kind of system company can control the unethical acts and practicespolicy relating to this is available at the website www.gautamexim.com.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Central & State Government Local Authorities ClientsVendors Advisors Consultants and Associates at all levels for their continued guidanceand support. Your Directors also wish to place on record their deep sense of appreciationfor their commitment dedication and hard work put in by every member of the Company.
By order of the Board
For Gautam Exim Limited
| ||Balasubramanian Raman ||Nagalaxmi Balasubramanian |
|Date : 28/07/2018 ||Managing Director ||Whole Time Director |
|Place : Vapi ||Din : 00410443 ||Din : 00410495 |