Your Directors take pleasure in presenting their 15th Annual Report on thebusiness and operations of the company together with the audited financial statements forthe Financial Year ended 31st March 2020.
The financial performance of the Company for the year ended on 31st March 2020 and theprevious financial year ended 31st March 2019 is given below
|Particulars ||31st March 2020 ||31st March 2019 |
|Net Sales/Income from Business operations ||3507932103 ||5032251397 |
|Other Income ||23028378 ||27148660 |
|Total income ||3530960481 ||5059400057 |
|Less: Expense(Excluding depreciation) ||3521296458 ||5035474343 |
|Profit before Depreciation ||9664023 ||23925714 |
|Less: Depreciation ||752903 ||675026 |
|Profit before Exceptional & extra-ordinary items & Tax ||8911120 ||23250688 |
|Profit before Tax ||8911120 ||23250688 |
|Less: Deferred tax ||-68417 ||-23029 |
|Less: Wealth tax ||0 ||0 |
|Less: Income tax ||2268804 ||7592209 |
|Less: Previous year adjustment of income tax ||0 ||-90487 |
|Net Profit/ (Loss) after Tax for the year ||6710733 ||15771995 |
|Dividend(including Interim if any and final) || || |
|Earnings per share(Basic) ||2.18 ||5.12 |
|Earnings per share(Diluted) ||2.18 ||5.12 |
The net profit of the company after taxation has decreased to Rs. 6710733/- ascompared to Rs. 15771995/- in the previous year (Net Profit Decreased by 57.45%) whilethe turnover of the company has decreased to Rs. 3507932103/- as compared to Rs.5032251397/- in the previous year (Turnover decreased by 30.29%). Management of thecompany is striving hard by making more sincere efforts for better growth and prospects ofthe company in the future and to yield better returns for the members of 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.
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors doesn't declared dividends. Your Directors are unable to recommend any dividendfor the year ended 31" March 2020.
TRANSFER TO RESERVES
During the year under review your Directors have not proposed to transfer any amountto Reserves.
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 repayment.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries Joint Ventures and Associates as on the year ended31st March 2020.
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-5.
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 2019-20 as follows:
APPOINTMENT / CHANGE OF DIRECTOR
Mr. Balasubramanian Raman (DIN: 00410443) Managing Director of the Company liable toretire by rotation has been reappointed in 14th Annual General Meeting of theCompany held on 28th September 2019. Mr. Pritesh Mahendra Shah Whole timeDirector has resigned from the Directorship of the company w.e.f. 07/08/2019.
Mrs. Lakshmi Ramnathan Iyer Chief Financial Officer (CFO) of the Company resigned fromthe post of Chief Financail Officer as on 31st December 2019. And subsequentlyMr. Balasubramanian Raman has been appointed in the place of Mrs. Lakshmi Ramnathan Iyeras Chief Financail Officer of the Company w.e.f. 01st March 2020.
DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED
In accordance with the provisions of Section 152 and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereoffor the time being in force) Mr. Manishkumar Bansnarayan Ray (Whole time Director) isliable to retire by rotation at the ensuing Annual General Meeting (AGM) and beingeligible have offered himself for reappointment Accordingly requisite resolution shallform part of the Notice convening the AGM.
COMPOSITION OF BOARD OF DIRECTORS
The composition and category of Directors is as follows:
|Name of Directors ||Category ||DIN |
|Mr. Balasubramanian Raman ||Promoter & Managing Director ||00410443 |
|Mrs. Nagalaxmi Balasubramanian ||Promoter & Whole time Director ||00410495 |
|Mr. Shivkumar Janakiram Giddu ||Independent Director (Non-Executive) ||05213072 |
|Mr. Umakant Kashinath Bijapur ||Independent Director (Non-Executive) ||07269181 |
|Mr. Manishkumar Bansnarayan Ray ||Whole time Director ||03512320 |
|* Mr. Pritesh Mahendra Shah ||Whole time Director* ||02165060 |
* Mr. Pritesh Mahendra Shah has resigned from the Directorship of the Company w.e.f. 07thAugust 2019
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 Six times and board meetings were held onthe following dates as mentioned in the table:
|SN ||Date of Meeting ||Board Strength ||Directors Present |
|1 ||13/04/2019 ||6 ||4 |
|2 ||25/05/2019 ||6 ||6 |
|3 ||19/08/2019 ||5 ||4 |
|4 ||11/11/2019 ||5 ||4 |
|5 ||02/03/2020 ||5 ||4 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
|SN Name of Director ||Board Meeting || ||Committee Meeting || ||AGM |
| ||No of Meeting held ||No of Meeting attended ||% ||No of Meeting held ||No of Meeting attended ||% || |
|1 Balasubramanian Raman ||5 ||5 ||100 ||7 ||7 ||100 ||Yes |
|2 Nagalaxmi Balasubramanian Raman ||5 ||5 ||100 ||0 ||0 ||0 ||Yes |
|3 Pritesh Mahendra Shah ||2 ||1 ||50 ||0 ||0 ||0 ||No |
|4 Manishkumar Bansnarayan Ray ||5 ||1 ||20 ||0 ||0 ||0 ||Yes |
|5 Giddu Janakiram Shivkumar ||5 ||5 ||100 ||7 ||7 ||100 ||Yes |
|6 Umakant Kashinath Bijapur ||5 ||5 ||100 ||7 ||7 ||100 ||Yes |
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 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 02/03/2020 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 into accountthe views of the Executive and Non- Executive directors.
Evaluation of the quality content and timeliness of flow of information betweenthe management and the board that is necessary for the board to effectively and reasonablyits duties.
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 as Annexure-4to this Report and the same is also available on the website www.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-6.
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 2020 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) TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date; c) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d) The Directors have prepared the annual accounts on agoing concern' basis; e) The Directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively; and f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
AUDITORS OF THE COMPANY STATUTORY AUDITORS
At the Annual General Meeting held on 28/09/2019 M/s. C. D. KHAKHKHAR & CO.Chartered Accountants (FRN No. 141767W) was appointed as statutory auditors of the companyto hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2024. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. C. D. KHAKHKHAR & CO. CharteredAccountants as statutory auditor of the company is placed for ratification by theshareholders.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor`s Report areself-explanatory.
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 2019-20. The SecretarialAudit Report as received from Mr. Vishal Dewang Company Secretary in Practice is appendedas Annexure-3 to this Report.
COMMENTS ON AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made by M/s.C D Khakhar & Co. Statutory Auditors in their Audit Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the CSR expenditure and Composition of the Committee as provided inthe Section 135 of the Companies Act 2013 is not applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYCOVID-19: The beginning of 2020 has witnessed the global spread of COVID-19 i.e.coronavirus. Global threat from COVID-19 is continuing to grow and at a rapidlyaccelerating rate. The COVID-19 pandemic is an evolving human tragedy declared a globalpandemic by the World Health Organisation with adverse impact on economy and business. Forthe company the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. Inorder to ensure smooth functioning work from home facility was extended to many of theemployees of the company. Although there were uncertainties due to the pandemic in thelast quarter of FY 2020 inherent resilience of the business model will position thecompany well to navigate the challenges ahead. But then also the Covid-19 will impact thefinances of the company and its impact can be ascertained only after lifting of lockdownand life coming to stable position.
Apart from above there have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2019-20 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 2020 as required under Section 92(3) of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 is annexed herewith as Annexure-2which forms part of this report and the same is available on Company's websitewww.gautamexim.com..
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
The note for related party transactions Particulars of transactions with Relatedparties" pursuant to Section 134 of the Act read with Rule of the Companies(Accounts) Rules 2014 are given in Form AOC-2 and the same forms part of this report as Annexure-1.There are no materially significant related party transactions made by the Companywith promoters key managerial personnel or other designated persons which may havepotential conflict with interest of the Company at large. All Related Party Transactionswere placed before the Audit Committee and the Board for approval. A policy on the relatedparty Transitions was framed approved by the Board and posted on the Company's websitewww.gautamexim.com. However you may refer to Related Party transactions as per theAccounting Standards in the Notes forming part of financial statements.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) 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.13613426/- (USD $ 198051.06) The foreignexchange outgo was Rs. 2215522809/- (USD $ 31354085.75)
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has a duly constituted Internal Complaints Committee as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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 2020.
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 andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors of the quality required to run the Company successfully; b) Relationship betweenremuneration and performance is clear and meets appropriate performance benchmarks. c)Remuneration to Directors KMP and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals. Policy relating to the nomination and remunerationof 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 Clients Vendors Advisors Consultants andAssociates at all levels for their continued guidance and support. Your Directors alsowish to place on record their deep sense of appreciation for their commitment dedicationand hard work put in by every member of the Company.
By order of the Board of Board of Director
| ||Balasubramanian Raman ||Nagalaxmi Balasubramanian |
|Date : 29/08/2020 ||Managing Director/CFO ||Whole Time Director |
|Place : Vapi ||Din : 00410443 ||Din : 00410495 |