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Gautam Gems Ltd.

BSE: 540936 Sector: Consumer
NSE: N.A. ISIN Code: INE063Z01017
BSE 00:00 | 13 Mar Gautam Gems Ltd
NSE 05:30 | 01 Jan Gautam Gems Ltd
OPEN 72.50
PREVIOUS CLOSE 72.50
VOLUME 2000
52-Week high 113.00
52-Week low 72.50
P/E 226.56
Mkt Cap.(Rs cr) 40
Buy Price 72.50
Buy Qty 1000.00
Sell Price 72.50
Sell Qty 1000.00
OPEN 72.50
CLOSE 72.50
VOLUME 2000
52-Week high 113.00
52-Week low 72.50
P/E 226.56
Mkt Cap.(Rs cr) 40
Buy Price 72.50
Buy Qty 1000.00
Sell Price 72.50
Sell Qty 1000.00

Gautam Gems Ltd. (GAUTAMGEMS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board's Report is prepared based on the stand alone financial statements of thecompany.

(Amount in Rs'
PARTICULAR 201819 2017-18
Total Income for the year was 437282468 286648645
Operating & Administrative expenses 434246188 284893029
Profit/(Loss) Before Depreciation And Taxes 3036280 1755616
Less: Depreciation 556460 549214
Net Profit/(Loss) Before Tax 2479820 1206402
Less: Provision For Tax 510000 310000
Deferred Tax 160560 98881
Profit/(Loss) After Tax 1809260 797521
EPS 0.33 0.15

2. OPERATION & REVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2019 andStatement of Profit & Loss together with Notes forming part thereto (“FinancialStatement”) for the year ended on 31st March 2019 and Report of the Board ofDirectors and Auditors thereon.

Total Revenue from operation of the company is Rs. 437282468/- And the net Profitafter tax is Rs. 1809260/- For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2019.

4. 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.

5. TRANSFER TO RESERVES

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

6. CHANGE IN THE NATURE OF THE BUSINESS

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows:

Sr. No. Name of Directors/KMPs 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 Professional Director
5 Prakash Nanalal Mehta Non-Executive Independent Director
6 Harshit Hasmukhbhai Vadecha* Non-Executive Independent Director
7 Sandip Vinodbhai Makwana Chief Financial Officer

• Mr. Gautam Pravinchandra Sheth is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer herself for re- appointment.

• During the year under the review Mrs. Preeti Jain has resigned from the post ofCompany Secretary w.e.f. 14.05.2018.

• The board of directors of the company has appointed Mr. Harshit HasmukhbhaiVadecha as an Additional Independent Director of the company w.e.f. 30.05.2019 and shallbe regularised in ensuing annual general meeting.*

• Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

Further there was no change in the Board of Director of the Company except abovechanges.

8. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 5 (Five) times Details ofthe

Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held Total Strength of the Board No of directors present
14th May 2018 5 5
30th May 2018 5 5
01st September 2018 5 5
14th November 2018 5 5
25th February 2018 5 5

Attendance of Directors at Board Meetings and Annual General Meeting

Date on which the Board Meetings were held Category of Directors

Attendance

Directorsh ip in other Public Companies

Committees Position

Board Last AGM Chairman Member
Gautam Pravinchandra Sheth Managing Director 5 Yes 1 0 0
Nidhi Gautam Sheth Whole time Director 5 Yes 0 1 1
Kanchanben Pravinbhai Sheth Executive Director 5 Yes 0 0 1
Pravin Manilal Parekh Non-Executive Professional Director 5 Yes 0 0 4
Prakash Nanalal Mehta Non-Executive Independent Director 5 Yes 0 3 4
Harshit Hasmukhbhai Vadecha* Non-Executive Independent Director NA NA 0 0 3

*Mr. Harshit Hasmukhbhai Vadecha has appointed as an Additional Independent Director ofthe company w.e.f. 30.05.2019.

In respect of said meetings proper notices were given and proceedings were properlyrecorded and signed in the Minute Book maintained for the purpose.

9. 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 the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

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

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

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

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

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. 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 the year such Controls were tested and no reportable material weakness wasobserved

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review The Company has not made any changes in the CapitalStructure of the Company.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

• During the year under the review there are No other material changes andcommitments affecting the financial position of the Company occurred between the ends ofthe financial year to which this financial statements relate on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9 is annexed herewith as "Annexure -A"

15. AUDITORS AND THEIR REPORT

• STATUTORY AUDITOR

The Company has appointed M/s. PARTH SHAH AND ASSOCIATES Chartered AccountantAhmedabad (FRN: 144251W) as a Statutory Auditor of the Company as per the Provision ofSection 139 of Companies Act 2013 for the Period of Five Years till the 10th AGM to beheld in 2023 with no further need for ratification at every Annual General Meeting to beheld during the said period.

The Company has received a confirmation from the said 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 AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

• SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there Practicing Company Secretaryhave been appointed as Secretarial Auditor of the Company. The report of the SecretarialAuditor is enclosed to this report as "Annexure - B". The report isself-explanatory.

16. 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.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

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

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

20. 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 ofsection 134(3)(h) of the companies act 2013 and rule 8(2) of the companies (Accounts)Rule 2014 are annexed herewith as per “Annexure - C".

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement cost reduction product developmentor import substitution: None

III. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE / SEXUAL HARASSMENT COMMITTEE

• Audit Committee

Constitution. & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on 30.05.2019 and further amended as per the applicable provisionsof the Section 177 of the Act read with the Companies (Meetings of Board and its Powers)Rules 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations(applicable upon listing of Company's Equity Shares).

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Prakash N. Mehta Chairman Non-Executive- Independent Director 2 2
Pravin M. Parekh Member Non-Executive- Director 2 2
Mrs. Nidhi G. Sheth Member Wholetime Director 2 2
Mr. Harshit Hasmukhbhai Vadecha* Member Non-Executive- Independent Director NA NA

*Mr. Harshit Hasmukhbhai Vadecha appointed as a member of the committee w.e.f.30.05.2019

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration. Committee:

Our 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 (applicable upon listing of Company's Equity Shares). The Nomination andRemuneration Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Prakash N Mehta Chairman Non-Executive- 2 2
Independent Director
Pravin M Parekh Member Non-Executive- Director 2 2
Mr. Harshit Hasmukhbhai Vadecha* Member Non-Executive- Independent Director NA NA

*Mr. Harshit Hasmukhbhai Vadecha appointed as member of the committee w.e.f. 30.05.2019

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.gautamgems.com and the salient features of the same has been disclosedunder "Annexure - D"

• Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our 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 (applicable upon listing of Company's equity shares)vide board resolutiondated 30.05.2019.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Prakash N Mehta Chairman Non-Executive- Independent Director 2 2
Mr. Harshit Hasmukhbhai Vadecha* Member Non-Executive- Independent Director NA NA
Mrs. Nidhi G Sheth Member Executive Director 2 2

*Mr. Harshit Hasmukhbhai Vadecha appointed as member of the committee w.e.f.

30.05.2019

• Sexual Harassment Committee

Name Designation

Category

No. of Meetings held during the Period

Held

Attended
Nidhi G Sheth Chairman

Wholetime Director

1

1
Pravin M Parekh Member

Non Executive Director

1

1
Prakash N Mehta Member

Non-Executive-

1

1
Independent Director
Kanchanben Pravinbhai Sheth Member Director

1

1

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at themeeting held on November 27 2017 in compliance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

24. 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 companies' current working and futureoutlook of as per "Annexure - E”

25. CORPORATE GOVERNANCE

Since the Company's Securities are not listed during the year under review Regulation15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation 2015 Report onCorporate Governance is not applicable to Our Company; hence Company has not obtained aCertificate from a Practicing Company Secretaries certifying the same.

26. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.

For and on behalf of Board
DATE: 02/09/2019 SD/- SD/-
PLACE: AHMEDABAD Gautam P Sheth Nidhi G Sheth
Managing Director Whole-time Director