Your Directors take pleasure in presenting their 17th Annual Report on the business andoperations of the company together with the audited financial statements for the FinancialYear ended 31st March 2022.
The financial performance of the Company for the year ended on 31st March 2022 and theprevious financial year ended 31st March 2021 is given below
|Particulars ||31st March 2022 ||31st March 2021 |
| ||Rs. in Lakhs ||Rs. in Lakhs |
|Net Sales/Income from Business operations ||37764.64 ||24765.74 |
|Other Income ||188.33 ||281.07 |
|Total income ||37952.97 ||25046.81 |
|Less: Expense (Excluding depreciation) ||37810.64 ||24952.28 |
|Profit before Depreciation ||142.34 ||94.52 |
|Less: Depreciation ||5.63 ||7.92 |
|Profit before Exceptional & extra-ordinary items & Tax ||136.70 ||86.60 |
|Less: Exceptional Item ||0 ||0 |
|Add/Less: Extra Ordinary Items ||0 ||0 |
|Profit before Tax ||136.70 ||86.60 |
|Less: Deferred tax ||-0.48 ||-0.97 |
|Less: Wealth tax ||0 ||0 |
|Less: Income tax ||37.11 ||21.70 |
|Less: Previous year adjustment of income tax ||0 ||0 |
|Net Profit/ (Loss) after Tax for the year ||100.07 ||65.87 |
|Dividend (including Interim if any and final) || || |
|Earnings per share (Basic) ||3.25 ||2.14 |
|Earnings per share (Diluted) ||3.25 ||2.14 |
The performance of the company is note-worthy. The net profit of the company aftertaxation has increased to Rs. 10007080/- as compared to Rs. 6587145/- in the previousyear (Net Profit Increased by 51.92%) while the turnover of the company has increased toRs. 3776464472/- as compared to Rs. 2476573982/- in the previous year (Turnoverincreased by 52.49%). Management of the company is striving hard by making more sincereefforts for better growth and prospects of the company in the future and to yield betterreturns for the members of the company.
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors doesn't declared dividends as the company is at growing stage and requires fundsfor expansion. Your Directors are unable to recommend any dividend for the year ended 31stMarch 2022.
TRANSFER TO RESERVES
There is no requirement for transfer of the profit to the general reserves thereforeto provide an open-ended opportunity to utilize the profits towards the company'sactivities during the year under review the Board have not considered it appropriate totransfer any amount to the general 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.
CHANGE OF ADDRESS OF REGISTETED OFFICE
During the year the address of the registered office of the Company has been changedwithin the local limit of the City/Town/Village from C7/57 59 Mirgasir Complex Opp.Advance Complex N.H.No.8 GIDC Vapi-396195 Gujarat to PLOT NO.29 PAVITRA 2ND FLOOROPP. SARGAM SOCIETY CHARWADA ROAD G.I.D.C. VAPI VALSAD - 396195 GUJARAT INDIA
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries Joint Ventures and Associates as on the year ended31st March 2022.
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 2021-22 as follows:
APPOINTMENT / CHANGE OF DIRECTOR
Mrs. Nagalaxmi Balasubramanian (DIN: 00410495) Whole-time Director of the Companyliable to retire by rotation has been re-appointed in 16th Annual General Meeting of theCompany held on 13th August 2021.
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. Balasubramanian Raman (Managing Director) is liable toretire by rotation at the ensuing Annual General Meeting (AGM) and being eligible haveoffered himself for re-appointment Accordingly requisite resolution shall form part ofthe 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 & CFO/Managing Director ||00410443 |
|Mrs. Nagalaxmi Balasubramanian ||Promoter & Whole time Director ||00410495 |
|Mr. Manishkumar Bansnarayan Ray ||Whole time Director ||03512320 |
|Mr. Shivkumar Janakiram Giddu ||Independent Director (Non-Executive) ||05213072 |
|Mr. Umakant Kashinath Bijapur ||Independent Director (Non-Executive) ||07269181 |
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 Four times and board meetings were held onthe following dates as mentioned in the table:
|SN ||Date of Meeting ||Board Strength ||Directors Present |
|1 ||16/06/2021 ||5 ||4 |
|2 ||15/07/2021 ||5 ||5 |
|3 ||13/11/2021 ||5 ||5 |
|4 ||08/03/2022 ||5 ||5 |
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 || |
| || ||No of Meeting held ||No of Meeting attended ||% ||No of Meeting held ||No of Meeting attended ||% || |
|1 ||Balasubramanian Raman ||4 ||4 ||100 ||7 ||7 ||100 ||Yes |
|2 ||Nagalaxmi Balasubramanian Raman ||4 ||4 ||100 ||0 ||0 ||0 ||Yes |
|3 ||Manishkumar Bansnarayan Ray ||4 ||3 ||75 ||0 ||0 ||0 ||Yes |
|4 ||Giddu Janakiram Shivkumar ||4 ||4 ||100 ||7 ||7 ||100 ||Yes |
|5 ||Umakant Kashinath Bijapur ||4 ||4 ||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 08/03/2022 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 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-3to 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-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 2022 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 2022 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
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.
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 2021-22. 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.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.
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
No material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2021-22 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
The copy of Annual Return as required under section 134(3) of the Companies Act 2013is available on Company's website i.e. www.gautamexim.com for the kind perusal andinformation.
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review there were no amounts required to be transferred to theInvestor Education and Protection Fund.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
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 bythe Company with promoters key managerial personnel or other designated persons whichmay have potential conflict with interest of the Company at large.
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
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.
During the financial year under review the company has identified and evaluatedelements of business risk. Consequently a Business Risk Management framework is in place.The Risk management framework defines the risk management approach of the company andincludes periodic review of such risks and also documentation mitigation controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a company level asalso separately for business.
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 EARNINGSAND 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- Nil
The foreign exchange outgo was Rs. 3194556497/-
(USD $ 28123894.80)
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirements of the Sexual Harassment of women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
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 2022.
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.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings of the Company.
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.
Statement in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute "forward looking statements " within the meaning ofapplicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.
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 of Board of Director
| ||Balasubramanian Raman ||Nagalaxmi Balasubramanian |
|Date : 30/07/2022 ||Managing Director/CFO ||Whole Time Director |
|Place : Vapi ||Din : 00410443 ||Din :00410495 |