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Gautam Gems Ltd.

BSE: 540936 Sector: Consumer
NSE: N.A. ISIN Code: INE063Z01017
BSE 00:00 | 18 Jan 85.10 6.10
(7.72%)
OPEN

84.90

HIGH

85.10

LOW

84.90

NSE 05:30 | 01 Jan Gautam Gems Ltd
OPEN 84.90
PREVIOUS CLOSE 79.00
VOLUME 5000
52-Week high 117.30
52-Week low 28.80
P/E 567.33
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 84.90
CLOSE 79.00
VOLUME 5000
52-Week high 117.30
52-Week low 28.80
P/E 567.33
Mkt Cap.(Rs cr) 47
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 have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2018.

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.

PARTICULAR 2017-18 2016-17
Total Income for the year was 286648645 435315
Operating & Administrative expenses 284893029 427533
Profit/(Loss) Before Depreciation And Taxes 1755616 7782
Less: Depreciation 549214 -
Net Profit/(Loss) Before Tax 1206402 7782
Less: Provision For Tax 310000 2000
Deferred Tax 98881 -
Profit/(Loss) After Tax 797521 5782
EPS 0.15 0.58

2. OPERATION & REVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2018 andStatement of Profit & Loss together with Notes forming part thereto ("FinancialStatement") for the year ended on 31st March 2018 and Report of the Board ofDirectors and Auditors thereon.

Total Revenue from operation of the company is Rs. 286648645/- And the net Profitafter tax is Rs. 797521 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 2018.

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

Mrs. Kanchanben Pravinbhai Sheth is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer herself for re- appointment.

During the year under review the board of directors of the company has appointedMr. Gautam Pravinchandra Sheth as Managing director Mrs. Nidhi Jain as aWhole time Director Mr. Sandip Vinodbhai Makwana as a Chief Financial Officer andMrs. Priti Jain as a Company Secretary of the company.

The Board of director has also appointed Mr. Prakash N. Mehta Mr. Manohar B.Chunara as an additional Independent director of the company and Mr. Pravin M.Parekh as a non Executive Director of the company.

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.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Twelve (12) times on 15/05/2017 10/08/201725/08/2017 01/09/2017 27/09/2017 30/09/2017 24/11/2017 27/11/2017 01/12/201721/12/2017 03/02/2017 and 12/03/2018 in respect of said meetings proper notices weregiven and proceedings were properly recorded and signed in the Minute Book maintained forthe 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 made Following Allotments:

Date of Allotment No. of Shares Allotted Nature of Issue
30/09/2017 111111 Preferential issue against other than cash
23/11/2017 3269997 Bonus Issue to existing shareholders in the ratio of 27 equity shares for every 1 equity shares held
03/02/2018 2100000 SME IPO of the company on BSE limited face value of share is Rs.10/- issued at a price of Rs.36/-.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

During the Period under review the company has been converted from Private LimitedCompany to Closely held Public Limited Company on 12th August 2017

During the Period under review The Company got listed of its shares on BSE SMEplatforms w.e.f 07/02/2018

Except as mentioned above there are No other material changes and commitments affectingthe financial position of the Company occurred between the ends of the financial year towhich 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-9is annexed herewith as "Annexure -A"

15. AUDITORS AND THEIR REPORT

STATUTORY AUDITOR

The Board of directors of your company in their meeting was appointed Parth Shah AndAssociates (FRN: 144251W) as statutory auditors of the company and the auditor shall holdoffice up to the conclusion of annual General Meeting to be held in the year 2022 subjectto ratification by the Members at the every Annual General Meeting during the said termhowever with effect from 07.05.2018 requirement of ratification at every annual generalmeeting was omitted therefore from this annual general meeting there is no need toratified by members at every annual general meeting.

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 under Practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report as "Annexure – B".The report is self-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 productdevelopment or import substitution: None

III. in case of imported technology (imported during the last three years reckonedfrom the 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 November 27 2017 as per the applicable provisions of theSection 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 (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 AuditCommittee and details of meetings attended by the members of the Audit Committee are givenbelow:

Name Designation Category No. of Meetings held during the Period
Held Attended
Manoharbhai B. Chunara* Chairman Non-Executive- Independent Director 1 1
Prakash N. Mehta Member Non-Executive- Independent Director 1 1
Pravin M. Parekh Member Non-Executive- Director 1 1
Mrs. Nidhi G. Sheth# Member Executive Director 1 1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018

# Mrs. Nidhi G. Sheth Appointed as member of the committee w.e.f. 12.03.2018

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)vide board resolutiondated November 27 2017 . The Nomination and Remuneration Committee comprises thefollowing members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Prakash N Mehta Chairman Non-Executive- Independent Director 1 1
Pravin M Parekh Member Non-Executive- Director 1 1
Manoharbhai B Chunara* Member Non-Executive- Independent Director 1 1
Mrs. Kanchanben Sheth# Member Non-Executive- Director 1 1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018.

# Mrs. Kanchanben Sheth appointed as Member of the committee w.e.f. 12.03.2018

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 November 27 2017.

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 1 1
Manoharbhai B Chunara* Member Non-Executive-Independent Director 1 1
Nidhi G Sheth Member Executive Director 1 1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018

Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

Name Designation Category No. of Meetings held during the Period
Held Attended
Nidhi G Sheth Chairman Executive Director 1 1
Pravin M Parekh Member Non Executive Director 1 1
Prakash N Mehta Member Non-Executive- Independent Director 1 1

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
SD/- SD/-
DATE: 01/09/2018 Gautam P Sheth Nidhi G Sheth
PLACE: AHMEDABAD Managing Director Whole-time Director

ANNECURE – C FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship There were no transactions or arrangement which were not at Arm's Length Basis.
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No. Particulars
a) Name (s) of the related party & nature of relationship Gautam P. Sheth Nidhi G. Sheth
Managing Director of the company Wholetime Director of the company
b) Nature of contracts/arrangements/transaction Remuneration of Rs. 300000/- Purchase of Rs. 14037083/- Remuneration of Rs. 200000/-
c) Duration of the contracts/arrangements/transaction NA
d) Salient terms of the contracts or arrangements or transaction including the value if any NA
e) Date of approval by the Board 15/05/2017 15/05/2017
f) Amount paid as advances if any NA

Annexure – D

Policy of Nomination and Remuneration Committee of the Company

Policy for Identification Of Persons For Appointment And Removal As Director And SeniorManagerial Personnel

The Committee shall:

1. Identify and ascertain the honesty reliability qualification expertise andexperience of the person for appointment as Director or Senior Managerial Personnel andrecommend the Board accordingly.

2. The committee must ensure itself regarding the capabilities and eligibilities of theproposed appointee(s) and must ensure that the proposed appointee shall be able to devotethe required time as may be necessary.

3. The Committee shall be at discretion to decide whether qualification expertise andexperience possessed by the person is adequate for the proposed position.

4. Any other assessment as may be required must be carried out by the Committee and onbeing satisfied with the overall eligibility of the person the committee shall recommendhis/her appointment to the Board accordingly.

5. With respect to Independent Directors of the Company the committee shalladditionally ensure the independence of the Director as per the applicable provisions ofCompanies Act 2013 and the Rules made there under.

6. The Committee may recommend to the Board with the reasons recorded in writing theremoval of Director or Senior Managerial Personnel based on any disqualification that maybe applicable as per the provisions of Companies Act 2013 and the rules made there underor for any other reasons as may be justified by the Committee.

TERM OF APPOINTMENT:

The term of Appointment of Managing Director/ Whole Time Directors and IndependentDirectors of the Company shall be as per the provisions of the Companies Act 2013 and theRules made there under.

RETIREMENT:

The Managing Director/ Whole Time Directors and Independent Directors of the Companyshall be subject to retirement as per the applicable provisions of Companies Act 2013 andthe Rules made there under. The Committee will be at its discretion to recommend retentionof Directors even after they have attained the retirement age for the benefit of theCompany subject to fulfillment of the requirements as mentioned in Companies Act 2013.

POLICY FOR EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Evaluation of performance of Board and Individual Directors:

a. Achievement of financial/ business targets as fixed by the Board;

b. Proper development management and execution of business plans;

c. Display of leadership qualities i.e. correctly anticipating business trends andopportunities;

d. Establishment of an effective organization structure;

e. Participation in the Board/Committee Meetings;

f. Integrity and maintenance of confidentiality;

g. Any other criteria that may be considered necessary for the evaluation of theperformance of the Board may be considered by the Committee.

2. Evaluation of performance of Committee:

a. Discharge of its functions and duties as per its terms of reference;

b. Effectiveness of the suggestions and recommendations received;

c. Conduct of its meeting and procedures followed in this regard.

3. Review of the Implementation of this policy:

The Committee shall review the implementation and compliance of this policy at leastonce a year.

POLICY FOR REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The remuneration of the Directors and Key Managerial Personnel must be in accordancewith the provisions of Companies Act 2013 and the Rules made there under. The committeemust ensure that:

The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully.