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Gautam Gems Ltd.

BSE: 540936 Sector: Consumer
NSE: N.A. ISIN Code: INE063Z01017
BSE 00:00 | 30 Sep 11.87 0.56
(4.95%)
OPEN

11.30

HIGH

11.87

LOW

11.00

NSE 05:30 | 01 Jan Gautam Gems Ltd
OPEN 11.30
PREVIOUS CLOSE 11.31
VOLUME 64532
52-Week high 16.62
52-Week low 7.53
P/E 84.79
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.30
CLOSE 11.31
VOLUME 64532
52-Week high 16.62
52-Week low 7.53
P/E 84.79
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gautam Gems Ltd. (GAUTAMGEMS) - Director Report

Company director report

To

The Members

Your Directors present the Annual Report and the Company's Audited Financial Statementsfor the financial year ended 31st March 2021.

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous yearfigures is given hereunder:

(Rs. in lakhs except per share data)

Particulars 2020-2021 2019-2020
Income for the year 9381.79 32878.11
Operating & Administrative expenses 9340.42 32803.15
Net Profit/(loss) before tax 41.37 74.95
Less: Provision for tax 7.29 15.00
Deferred Tax - 2.59
Net Profit/(loss) after tax 34.09 57.36
Earnings per Share 0.34 1.04

OPERATION & REVIEW

Total Revenue from operation of the Company is Rs. 9381.79 lakhs and Net Profit afterTax is Rs. 34.42 lakhs for the Financial Year 2020-21.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31stMarch 2021.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves Account.

CHANGE IN THE NATURE OF BUSINESS

During the year there is no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No. Name of Director / KMP Designation
1. Gautam Pravinchandra Sheth Managing Director
2. Nidhi Gautam Sheth Whole-time Director
3. Kanchanben Pravinbhai Sheth Executive Director
4. Pravin Manilal Parekh Non-Executive Director
5. Prakash Nanalal Mehta Non-Executive Independent Director
6. Harshit Hasmukhbhai Vadecha Non-Executive Independent Director
7. Sandip Vinodbhai Makwana Chief Financial Officer
8. Anilbhai Keshubhai Modhavadiya Company Secretary & Compliance Officer

Mr. Pravin Manilal Parekh is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for re-appointment.

NUMBER OF BOARD MEETINGS

The Board of Directors met eight (8) times on 30th April 2020 27thJuly 2020 16th September 2020 28th September 2020 12thNovember 2020 6th January 2021 15th January 2021 and 30thMarch 2021 and in respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.

The gap between two Board Meetings was within the maximum time gap prescribed under theAct and the Listing Regulations. The requisite quorum was present in all the meetings.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with the provisions ofSecretarial Standard 1 (relating to meetings of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings) issued by the Institute of Company Secretariesof India.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its Committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc. Evaluation of theBoard and its compositions was carried out through a defined process covering the areas ofthe Boards functioning viz. composition of the Board and Committees understanding ofroles and responsibilities experience and competencies contribution at the meetings etc.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had 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 and loss of the Company for that period;

(c) the Directors had 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 had prepared the annual accounts on a going concern basis;

(e) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively; and

(f) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements. During theyear such Controls were tested and no reportable material weakness was observed.

CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the year under review the Company has issued and allotted 4575951 BonusShares of Rs. 10/- each to the existing equity shareholders of the Company in theproportion of 5 (five) equity shares for every 6 (six) existing equity shares held by theshareholders as on the record date i.e. 14th September 2020.

As on 31st March 2021 the paid up equity share capital of the Company wasRs. 100670590/- divided into 10067059 equity shares of the Company of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENTS IF ANY

There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the Financial Year to whichthe Financial Statements relate and the date of this Report.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company is available on the websiteof the Company at www.gautamgems.com.

AUDITORS

STATUTORY AUDITORS:

The Company has appointed M/s. Parth Shah and Associates Chartered Accountants (FRN:144251W) Ahmedabad as Statutory Auditors of the Company as per the Provisions of Section139 of the Companies Act 2013 for a period of Five Years and they will continue to holdthe office till the conclusion of 10th AGM of the Company to be held in 2023.

The Company has received a confirmation from the Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany.

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

COST AUDITORS:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the cost audit is not applicable to the Company.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and Rules made thereunder Practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report. The report is self-explanatory.

INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditors. 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. Findings of InternalAuditors are discussed with the process owners and suitable corrective actions were takenas per the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies(Accounts) Rules 2014 the Company has not formulated and implemented any CorporateSocial Responsibility Initiatives as the said provisions are not applicable to theCompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under review the Company has not given any loan made investmentprovided guarantee or security to any entity falling under the provisions of Section 186of the Act.

PARTICULARS REGARDING EMPLOYEES

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

RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the Companies Act 2013 were in ordinary course ofbusiness and on arms' length basis.

Details of the transactions pursuant to compliance of section 134(3)(h) of theCompanies Act 2013 and rule 8(2) of the companies (Accounts) Rule 2014 are annexedherewith as per "Annexure B". However there are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant and material order passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Disclosures pertaining to conservation of energy technology absorption and foreignexchange earnings & outgo were not applicable to the Company during the year underreview.

DETAILS OF COMMITTEES OF THE BOARD AUDIT COMMITTEE:

The Company has formed the Audit Committee as per the applicable provisions of Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI Listing Regulations. Thecomposition of the Committee and details of meetings attended by the members are givenbelow:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Prakash Nanalal Mehta Chairman Non-Executive Independent Director 5 5
Mr. Pravin Manilal Parekh Member Non-Executive Director 5 5
Mrs. Nidhi Gautam Sheth Member Whole-time Director 5 5
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive Independent Director 5 5

NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations. The composition of the Committee and details of meetings attended by themembers are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Prakash Nanalal Mehta Chairman Non-Executive Independent Director 1 1
Mr. Pravin Manilal Parekh Member Non-Executive Director 1 1
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive Independent Director 1 1

The Policy of Nomination and Remuneration Committee has been placed on the website ofthe Company at www.gautamgems.com and the salient features of the same has been disclosedunder "Annexure C".

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has formed the Stakeholders' Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations. The composition of the Committee and details of meetings attended by themembers are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Prakash Nanalal Mehta Chairman Non-Executive Independent Director 1 1
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive Independent Director 1 1
Mrs. Nidhi Gautam Sheth Member Whole-time Director 1 1

SEXUAL HARASSMENT COMMITTEE:

The Committee was constituted by the Board of Directors in compliance with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Nidhi Gautam Sheth Chairman Whole-time Director 1 1
Mr. Pravin Manilal Parekh Member Non Executive Director 1 1
Mr. Prakash Nanalal Mehta Member Non-Executive Independent Director 1 1
Mrs. Kanchanben Pravinbhai Sheth Member Executive Director 1 1

MEETING OF INDEPENDENT DIRECTORS

During the year under review a separate meeting of Independent Directors was held on30th March 2021 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary to effectively and reasonably perform itsduties.

All the Independent Directors were present at the meeting.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has formulated and adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

The Company always endeavors to create and provide an environment to its employees andexternal individuals engaged with the Company that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy onprevention of sexual harassment at workplace. The policy aims at prevention of harassmentof employees as well as contractors and lays down the guidelines for identificationreporting and prevention of sexual harassment.

During the year under review there were no incidences of sexual harassment reportedand received.

VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy. The detailsof the Whistle Blower Policy is available on the website of the Company i.e.www.gautamgems.com.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in proactive and efficient manner. The Company periodically assessesrisk in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

The Company through its risk management process strives to contain impact andlikelihood of the risk within the risk appetite as agreed from time to time with the Boardof Directors.

Management Discussion and Analysis Report of the Annual Report identifies key riskswhich can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to controlrisks. The Risk Management Policy of the Company developed in line with the businessstrategy lays down procedures for risk identification evaluation monitoring review andreporting.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook. The Management Discussion and Analysis Report is annexed herewith as "AnnexureD".

CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations the compliance with the corporategovernance provisions as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para CD and E of Schedule V shall not apply in respect of -

A listed entity having paid up equity share capital not exceeding rupees ten crore andnet worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year.

The paid up equity share capital of the Company is Rs. 100670590/- (Rupees Ten CroreSix Lakh Seventy Thousand Five Hundred Ninety Only) but the Net-worth of the Company isless than Rs. 250000000/- (Rupees Twenty Five Crore Only) as on the last day of theprevious financial year ended on March 31 2021. Accordingly the provisions relating toCorporate Governance is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended tothe Company during the year under review. Your Directors also acknowledges gratefully theshareholders for their support and confidence reposed on the Company.

Place: Surat

For and on behalf of the Board of Directors

Date: 07/09/2021 Sd/- Sd/-
Gautam P. Sheth Nidhi G. Sheth
Managing Director Whole-time Director

.