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Gautam Gems Ltd.

BSE: 540936 Sector: Consumer
NSE: N.A. ISIN Code: INE063Z01017
BSE 00:00 | 14 May 17.15 -0.35
(-2.00%)
OPEN

17.15

HIGH

17.15

LOW

17.15

NSE 05:30 | 01 Jan Gautam Gems Ltd
OPEN 17.15
PREVIOUS CLOSE 17.50
VOLUME 1000
52-Week high 65.15
52-Week low 17.15
P/E 30.09
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.15
CLOSE 17.50
VOLUME 1000
52-Week high 65.15
52-Week low 17.15
P/E 30.09
Mkt Cap.(Rs cr) 17
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 Statementfor the financial year ended 31st March 2020.

FINANCIAL RESULTS

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

Particulars 2019-2020 2018-2019
Income for the year 3287810796 437282468
Operating & Administrative expenses 3281331463 435359108
Profit before Financial Charges 8511467 3036281
Depreciation and Taxation
Less: Depreciation 1016067 556460
Net Profit/(loss) before tax 7495400 2479821
Less: Provision for tax 1500000 446907
Deferred Tax 259441 259441
Net Profit/(Loss)after tax 5735959 1773473
EPS 1.04 0.32

OPERATION & REVIEW

Total Revenue from operation of the company is Rs. 3281703790/- And the net Profitafter tax is Rs. 5735959 / - For the Financial year 2019-20.

DIVIDEND

No Dividend was declared for the current financial year by the Company during the yearunder review.

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 THE BUSINESS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr 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

- Ms. Nidhi Gautam Sheth is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for re- appointment.

# During the under review company has appointed Mr. Harshit Hasmukhbhai Vadecha asan Independent Director w.e.f. 30th May 2019.

*The Board of directors of the company has appointed Mr. Anilbhai Keshubhai Modhavadiyaas company secretary and compliance Officer w.e.f 1st July 2019.

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

DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.

NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 4 (Four) 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
30-05-2019 6 6
02-09-2019 6 6
14-11-2019 6 6
28-01-2020 6 6

Attendance of Directors at Board Meetings and Annual General Meeting

Name Category of Directors

Attendance

Directorship

Committees Position

Board Last AGM in other Public Companies Chairman Member
Gautam Pravinchandra Sheth Managing Director 4 Yes 1 0 0
Nidhi Gautam Sheth Whole time Director 4 Yes 0 1 2
Kanchanben Pravinbhai Sheth Executive Director 4 Yes 0 0 0
Pravin Manilal Parekh Non-Executive Director 4 Yes 0 0 4
Prakash Nanalal Mehta Non-Executive Independent Director 4 Yes 0 3 1
Harshit Hasmukhbhai Vadecha Non-Executive Independent Director 4 Yes 0 0 3

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

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 andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting 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.

(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

(g) The company has complied with all the secretarial standard applicable to it.

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.

RISK MANAGEMENT

Business risk evaluation and management is ongoing process within the Company. TheAssessment is periodically examined by the Board.

CHANGE IN CAPITAL SRUCTURE OF COMPANY

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

MATERIAL CHANGES AND COMMITMENTS IF ANY

During the year under the review there are No other material changes and commitmentsaffecting the financial position of the Company occurred between the ends of the financialyear to which this financial statements relate on the date of this report.

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".

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 saidAuditors that they are not disqualified to act as the Auditors and are eligible to holdthe office as Auditors of the Company. The Auditors' Report does not contain anyqualification. Notes to Accounts and Auditors remarks in their report are self-explanatoryand do not call for any further comments.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 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. The report is self-explanatory.

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 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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 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.

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 B". However there are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR

TRIBUNALS IMPACTING 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 : NoneIII. 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 lastthree years reckoned from the beginning of the financial year)- a) The details oftechnology imported: None b) The year of import: N.A c) Whether the technology been fullyabsorbed: N.A. d) If not fully absorbed areas where absorption has not taken place andthe reasons thereof: 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

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

Audit Committee Constitution & Composition of Audit Committee: Our Company hasformed the Audit Committee vide resolution passed in the meeting of Board of Directorsheld on 30.05.2019 and further amended as per the applicable provisions of the Section 177of 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 (applicableupon listing of Company's Equity Shares). The composition of the Audit Committee anddetails of meetings attended by the members of 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 4 4
Pravin M. Parekh Member Non-Executive- Director 4 4
Mrs. Nidhi G. Sheth Member Wholetime Director 4 4
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 4 4

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legalbusinessconduct. Accordingly the Board of Directors have formulated a Whistle BlowerPolicy whichis in compliance with the provisions of Section 177 (10) of the Companies Act2013. The policy provides for a framework and process whereby concerns can be raised byitsemployees against any kind of discrimination harassment victimization or any otherunfairpractice being adopted against them.

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- Independent Director 2 2
Pravin M Parekh Member Non-Executive- Director 2 2
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 2 2

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 C"

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
Prakash N. Mehta Chairman Non-Executive- Independent Director 4 4
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 4 4
Mrs. Nidhi G Sheth Member Executive Director 4 4

Sexual Harassment Committee

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.

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 Independent Director 1 1
Kanchanben Pravinbhai Sheth Member Director 1 1

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 D"

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.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS
DATE: 27-07-2020 S/d S/d
Gautam Pravinchandra Sheth Nidhi Gautam Sheth
(Managing Director) (Whole time Director)
(DIN: 06748854) (DIN:06748877)

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