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Goldiam International Ltd.

BSE: 526729 Sector: Consumer
NSE: GOLDIAM ISIN Code: INE025B01017
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NSE 00:00 | 27 Jan 893.20 -10.25
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OPEN 881.00
PREVIOUS CLOSE 904.55
VOLUME 7013
52-Week high 1142.60
52-Week low 207.00
P/E 33.00
Mkt Cap.(Rs cr) 1,946
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 881.00
CLOSE 904.55
VOLUME 7013
52-Week high 1142.60
52-Week low 207.00
P/E 33.00
Mkt Cap.(Rs cr) 1,946
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goldiam International Ltd. (GOLDIAM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Thirty-fourth Annual Report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedMarch 31 2021.

FINANCIAL RESULTS

Particulars Current Year 31.03.2021 Previous Year 31.03.2020
Sales for the year 21605.54 16209.07
Other Income 1753.68 1071.59
Total Income 23359.22 17280.66
Profit before Interest & finance charges depreciation & taxation 4401.64 2760.21
Less: Interest & finance
Charges 15.21 11.71
Operating profit before depreciation & taxation 4386.43 2748.50
Less: Depreciation amortization & impairment of asset 183.72 195.30
Profit before Exceptional Items 4202.71 2553.20
Add: Exceptional Items - -
Profit before taxation 4202.71 2553.20
Current Tax & Prior Year 903.00 658.95
Deferred Tax Liability 248.35 (9.96)
Profit after taxation 3051.36 1904.21
Total other Comprehensive
Income 798.55 459.08
Total profit 3849.91 2363.29

OPERATION STATE OF AFFAIRS

The previous financial year was an extremely challenging year for the Indian economymore so for the Jewellery Industry which is dependent on discretionary spend. The countrywitnessed nationwide lockdown due to COVID-19 pandemic which was a lethal blow to theentire economy. During the financial year ended March 31 2021 your Company recorded aconsolidated turnover of `40600.28 lakhs as compared to the turnover of Rs.36450.79 lakhsin the previous financial year ended March 31 2020 thereby consolidated turnover reflectsa growth of 11.38% over previous year. The consolidated Profit before tax and exceptionalitems were `9716.39 lakhs as against Rs.6200.30 lakhs of the previous year resulted ingrowth of consolidated profit approximately by 56.71% over previous year. The consolidatedProfit after tax stood at `6710.67 lakhs as compared to the profit of Rs.4519.85 lakhs inthe previous year.

The Company has achieved a standalone turnover of `21605.54 lakhs during the FY2020-2021 as compared to Rs.16209.07 lakhs during the previous year reflects a growth of33.29% over the corresponding financial year ended March 31 2020. The standalone profitafter tax of the Company increased by 60.24% from Rs.1904.21 lakhs to `3051.36 lakhs inthe current year.

COMPANY'S RESPONSE TO COVID 19 PANDEMIC

The massive outbreak of the COVID-19 pandemic all across the globe has had adestabilising impact on most businesses. As a responsible and resilient Company we haveworked to mitigate the effects of the crisis with agile responses. As reports of thespread of Corona Virus started coming in the Company stepped up efforts to protect thehealth of its employees. The following measures were put in place to protect ouremployees' health and ensuring continuation of work under these grave scenario:

• Safe behaviour across all our locations by limiting the size ofgatherings/meetings and avoiding external visitors to the premises besides askingemployees to avoid in-person meetings and encouraging video conference.

• Security personnel at all our offices were provided infrared non-contacttemperature sensors to screen all employees and visitors entering the premises.

• High contact areas like elevator buttons door handles handrails bathroom tapsetc. were sanitised at regular intervals.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS with effect from April 1 2017pursuant to Ministry of Corporate Affairs notification dated February 16 2015 notifyingthe Companies (Indian Accounting Standard) Rules 2015. Your Company has published Ind ASFinancials for the year ended March 31 2021 along with comparable as on March 31 2020.

FINANCE

Cash and cash equivalent as at March 31 2021 was `5133.09 lakhs. The Company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the applicable Ind AS. Theaudited consolidated financial statements together with Auditors' Report form part of theAnnual Report.

SIGNIFICANT CORPORATE DEVELOPMENTS Acquisition:

The Company has acquired 51% partners' capital in Eco-Friendly Diamonds LLP("ECO") for a consideration of `127873488/- (Rupees Twelve crore seventyeight lakh seventy three thousand four hundred eighty eight only) on December 2 2020 andadditional acquisition of 37% of partners' capital in Eco-Friendly Diamonds LLP("ECO") for a consideration of `83369510/- (Rupees Eight crore thirty threelakh sixty nine thousand five hundred ten only) on June 1 2021. An aggregate holding ofthe Company in Eco-Friendly Diamonds LLP is 88% of partners' capital. ECO is categorizedas Subsidiary of the Company with effect from December 2 2020. ECO is engaged in thebusiness of growing & manufacturing of lab-created diamonds via the CVD or‘Chemical Vapor Deposition' method. This method is modular and scalable and allowsfor the growth of lab-created diamonds that match the size and quality characteristicswhich are desired by retailers in key export markets such as the USA and Hong Kong.

Disinvestment:

During the year under review the Company has disinvested its entire shareholding inSunshine Exports HK Limited ("SEHK") (Formerly known as Goldiam HK Limited) ajoint venture of the Company in favour of Messrs Sunshine Corporation on March 30 2021.Consequent to the above Sunshine Exports HK Limited has ceased to be the Company's jointventure company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

In line with the practice of returning 40 to 60 percent free cash flow to shareholdersand based on the Company's performance the Directors have declared 1st interim dividendsof 30% (`3/- per share) and 2nd interim dividend of 20% (`2/- per equity share). Furtheryour Directors recommended a final dividend of 30% i.e. `3/- per share on an Equity Shareof Rs.10/- each for the financial year ended March 31 2021. The dividend if declared bythe Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligibleMembers of the Company on or after September 7 2021. The total dividend for FY 2020-2021amounts to `80%(`8/-) per equity share. In addition to the above the directors haveproposed to buy back 665248 equity shares at a price of `675/- per equity share for anaggregate consideration of `449042400/- at Board meeting held on July 21 2021 subjectto approval of shareholders at the ensuing AGM. The offer size of the buy-back 19.05percent and 9.90 percent of the aggregate paid-up equity share capital and free reservesas per audited standalone financial statements and audited consolidated financialstatements of the Company as on March 31 2021 respectively. The buy-back represented3.00 percent of the total issued and paid-up equity share capital of the Company.

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of profits to Reserves.

SHARE CAPITAL

The paid up equity share capital as on March 31 2021 was `2217.4923 lakhs. As on March31 2021 following Executive Non-Executive and Independent Directors of the Companyholds equity shares in the Company as per details given below:

Sr. No. Name of Director No. of shares held
1. Mr. Rashesh M. Bhansali (Executive Chairman) 10000000
2. Mr. Anmol Rashesh Bhansali (Whole Time Director) 3600000
3. Mr. Ajay M. Khatlawala (Independent Director) 1000

STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the declarationdate is required to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government. The Company had accordinglytransferred `433676/- and `319315/- being the unpaid and unclaimed dividend amountpertaining to First Interim Dividend 2012-13 and Final Dividend 2012-13 respectivelyduring the Financial year 2020-2021 to the IEPF.

Pursuant to the provisions of IEPF Rules all shares in respect of which dividend hasnot been paid or claimed for seven consecutive years shall be transferred by the Companyto the designated Demat Account of the IEPF Authority (‘IEPF Account') within aperiod of thirty days of such shares becoming due to be transferred to the IEPF Account.Accordingly the Company has transferred 17761 equity shares on which the dividendremained unpaid or unclaimed for seven consecutive years to the demat account of IEPFAuthority after following the prescribed procedure.

UNCLAIMED SHARES

As on March 31 2021 the Company has 12700 unclaimed equity shares of `10/- eachbelonging to 48 investors further the Company is holding the aforesaid shares in a Demat"Unclaimed Suspense Account" opened with Stock Holding Corporation of India Ltd.on behalf of the shareholders.

DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance withSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet for the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees given and Investments made during the year as requiredunder section 186 of the Companies Act 2013 and Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) regulations 2015 havebeen disclosed in the financial statements.

REVIEW OF SUBSIDIARIES AND ASSOCIATES

Your Company has four Subsidiaries Company. Financials of the Subsidiaries Company aredisclosed in the Consolidated Financial Statements which form part of this Annual Report.A statement containing salient features of the Financial Statements of the SubsidiariesCompany is annexed to this Annual Report pursuant to Section 129 of the Companies Act2013 and Rules made thereunder in prescribed From AOC-3A and hence not repeated here forthe sake of brevity.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the link: http://goldiam.com/downloads2021/july/Form_MGT-7-31-03-2021-GIL-Website.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Key Managerial Personnel

The following are the Key Managerial Personnel of the Company: Mr. Rashesh ManharBhansali: Executive Chairman Mr. Anmol Rashesh Bhansali: Whole-time Director Mr. PankajParkhiya: Company Secretary & Compliance Officer Mrs.Darshana Faldu- Chief FinancialOfficer

Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee (with effect from May 25 2021)

• Share Transfer Committee (up to March 31 2021) The details of the Committeesalong with their composition number of meetings held and attendance at the meetings areprovided in the Corporate Governance Report.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mrs.Tulsi Gupta (DIN 06905143) Non-Executive Non Independent Director of theCompany at the ensuing Annual General Meeting of the Company and being eligible hasoffered herself for re-appointment and the Board recommends her re-appointment.

Changes in Directors / Key Managerial Personnel during the year:

The Members at the Annual General Meeting held on September 25 2020 approved theappointment of Mrs. Nipa Utpal Sheth (DIN: 00081064) as an Independent Director of theCompany for a period of five (5) years with effect from August 31 2020.

Dr. R.Srinivasan (DIN: 00003968) ceased to be Directors of the Company w.e.f. August29 2021 due to completion of his term as Independent Directors of the Company. The Boardhas placed on record its appreciation for the valuable contribution made by him asDirectors of the Company.

Re-appointment of Director:

Mr. Pannkaj Chimanlal Ghadiali (DIN-00003462):

The first term of office of Mr. Pannkaj Chimanlal Ghadiali (DIN-00003462) asNon-Executive Independent Director will expire on November 11 2021. In accordance withthe provisions of Sections 149 (10) and (11) of the Act an Independent director shallhold office for a term up to five consecutive years on the Board of a company but shall beeligible for reappointment for another term of five consecutive years on the passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport.

Based on the outcome of evaluation exercise and recommendation of the Nomination andRemuneration Committee the Board of Directors in its meeting held on May 25 2021 hasrecommended the reappointment of Mr. Pannkaj Chimanlal Ghadiali (DIN-00003462) asIndependent Director of the Company for the second term of 5 (five) years subject to theapproval of the members by way of special resolutions at the ensuing AGM and he shall notbe liable to retire by rotation.

The Company has received declarations from Mr. Pannkaj Chimanlal Ghadiali(DIN-00003462) that he meets the criteria of independence as prescribed under Section 149of the Act and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 ("Listing Regulations"). Mr. Pannkaj ChimanlalGhadiali is not disqualified from being appointed as a Director in terms of Section 164 ofthe Act and has consented to act as Independent Director of the Company. The Company hasreceived a notice in writing from a member specifying his intention to propose are-appointment of Mr. Pannkaj Chimanlal Ghadiali (DIN- 00003462) as the Independent NonExecutive Director. In the opinion of the Board Mr. Pannkaj Chimanlal Ghadiali(DIN-00003462) fulfill the conditions for re-appointment as Independent Director asspecified in the Act and Listing Regulations.

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:

(i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) the directors have selected such accounting policies and applied themconsistently except for the change in accounting policies stated in notes to the accountsand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2021 and of the statement ofprofit and loss and cash flow of the Company for the period ended March 31 2021;

(iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls to be followed by the Company has been laid downand that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

MEETING OF THE BOARD

During the year five Board meetings were held the details of which are given in theCorporate Governance Report.

INDEPENDENT DIRECTORS DECLARATION

Every Independent Director at the first meeting of the Board after their appointmentand thereafter at the first meeting of the Board in every financial year or whenever thereis any change in the circumstances which may affect his status as an independent directoris required to provide a declaration that he/she meets the criteria of independence asprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.In accordance with the above each Independent Director has given a written declaration tothe Company confirming that he/she meets the criteria of independence under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations and that they have compliedwith the Code of Conduct as specified in Schedule IV to the Act. In the opinion of theBoard all the Independent Directors fulfill the criteria of independence as providedunder the Act Rules made thereunder read with the Listing Regulations and areindependent of the management and possess requisite qualifications experience andexpertise and hold highest standards of integrity to discharge the assigned duties andresponsibilities as mandated by Act and Listing Regulations diligently. Disclosureregarding the skills/expertise/competence possessed by the Directors is given in detail inthe Report on Corporate Governance forming part of this Annual Report. The Company hastaken requisite steps for inclusion of the names of all Independent Directors in thedatabank maintained with the Indian Institute of Corporate Affairs ("IICA").Accordingly the Independent Directors of the Company have registered themselves with theIICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of theCompanies (Appointment & Qualification of Directors) Rules 2014 Out of fourIndependent Directors of the Company one Independent Directors have passed the OnlineProficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).Two Independent Director were exempted by Indian Institute of Corporate Affair (IICA) fromappearing Online Proficiency Self-Assessment Test as they have fulfilled theconditionsfor seeking exemption from appearing for the Online Proficiency Self-Assessment Test andOne (1) Independent Director is required to undertake online proficiency self-assessmenttest conducted by the IICA and will take the said online proficiency self-assessment testin due course.

ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES THE CHAIRMAN ANDINDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS

In compliance with the Sections 134 and 178 of the Companies Act read with Regulations17 and 19 of the Listing Regulations the performance evaluation of the Board and itsCommittees were carried out during the year under review.

The evaluation was made in the overall context of the effectiveness of the Board andthe respective Committees in providing guidance to the operating management of theCompany level of attendance in the Board/ Committee meetings constructive participationin the discussion on the agenda items effective discharge of the functions and roles ofthe Board/ Committees. A detailed discussion followed on the basis of the aforesaidcriteria and the Board collectively agreed that the Board and all its Committees fulfilledthe above criteria and positively contributed in the decision making process at the Board/Committee level. The Board has evaluated the performance of the individual directors onthe basis of evaluation criteria specified in the Nomination and Remuneration policy ofthe Company. A member of the Board/Committee did not participate in the discussion ofhis/her evaluation.

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and Remuneration of Directors and SeniorManagement Employees. The Nomination and Remuneration Policy of the Company was modifiedby the Board of Directors at its meeting held on February 13 2019 in light of theAmendment Regulations. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate the Directors KMP and senior management employees. The said Policy also lay downcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Ato this Report and is also uploaded on the Company's website www. goldiam.com (web link:http://www.goldiam.com/download/ policy/2019/Nomination-and-Remuneration-Policy.pdf )

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

ThefamiliarizationprogrammeaimstoprovideIndependent Directors with the Jewelleryindustry scenario the socioeconomic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopment so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the directors on the rolesresponsibilities rights and duties under the act and other statutes.

The Board members are provided with the necessary documents presentation reports andpolicies to enable them to familiarize with the Company's procedures and practices.Updates on relevant statutory changes and important laws are also given in the meetings.The details of familiarization program for Directors are posted on the Company's websitewww.goldiam.com.

STATUTORY INFORMATION

Information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of this Directors' Report for the year ended March 31 2021 is given in Annexure B.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm's length basis in theordinary course of business and are in compliance with applicable provisions of theCompanies

Act 2013 and the Listing Regulations. All Related Party Transactions are placed beforethe Audit Committee. Prior omnibus approval of the Audit Committee is obtained for relatedparty transactions which are foreseen and repetitive in nature and the transactionsentered into pursuant to the omnibus approval so granted are placed before the AuditCommittee for reviewing on a quarterly basis. There are no materially significant relatedparty transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company atlarge or which warrants the approval of the shareholders. Accordingly no transactions arebeing reported in Form AOC-2 in terms of section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Company's financial statements in accordance with the AccountingStandards.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website:http://www.goldiam.com/download/policy/2019/Policy-on-Related-Party-Transaction.pdf Noneof the Directors have any pecuniary relationships or transactions vis--vis the Company.

Details of contracts or arrangements or transactions not at arm's length basis: NilDetails of material contracts or arrangement or transactions at arm's length basis: NA

AUDITORS i. AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 139 of the Act and Rules thereunder M/s J.D. Zatakia& Co. Chartered Accountants registered with the Institute of Chartered Accountants ofIndia (ICAI) vide registration number 111777W were appointed as Statutory Auditors of theCompany at 30th Annual General Meeting held on September 27 2017 for a term of fiveconsecutive years from the conclusion of the 30th Annual General Meeting scheduled tillconclusion of 35th Annual General Meeting to be held in the year 2022 subject toratification of their appointment at every subsequent Annual General Meeting.

However the Ministry of Corporate Affairs has vide notification dated May 07 2018withdrawn the requirement of seeking Member's ratification at every Annual General Meetingon appointment of Statutory Auditor during their tenure of five years. Hence theresolution seeking ratification of their appointment does not forms part of the Noticeconvening the 34th Annual General Meeting.

A certificate from Statutory Auditors has been received to the effect that theirappointment as Statutory Auditors of the Company continue to be according to the termsand conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor's Report needingexplanations or comments by the Board. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee in the year under review.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. R.N. Shah & Associates a firm of CompanySecretaries in Practice (C.P.No.700) to carry out Secretarial Audit for the financial year2020-21. The Secretarial Audit Report in Form No MR-3 forms part of this Report asAnnexure C. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 082019 the Company has obtained from the Secretarial Auditor of the Company an AnnualSecretarial Compliance Report. The secretarial Audit Report contains followingqualification/reservation /adverseremark as follows:

 

"For failure to appoint of Independent Woman Director on the Board by April 12020 pursuant to regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Note: Mrs. Nipa Utpal Sheth was appointed as an Independent Woman Director on August31 2020." Management's Reply:

 

The Company had taken diligent and concerted efforts to appoint an appropriate personhowever due to Covid-19 nation-wide lockdown the Company had not been able to appoint awomen Independent Director. Subsequently Mrs. Nipa Utpal Sheth was appointed as the WomenDirector w.e.f. August 31 2020 and accordingly complied with the said requirement.Further the Company had also applied /submitted for Waiver of penalty Request Applicationthrough NEAPS System on August 31 2020 and November 19 2020 respectively however samewere rejected by National Stock Exchange of India Limited.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015 the Secretarial AuditReport in Form No MR-3 of material unlisted subsidiaries of the Company incorporated inIndia forming part of this Directors' Report for the year ended March 31 2021 is given inAnnexure D.

iii. INTERNAL AUDITOR

M/s.J.H. Shah & Associates Chartered Accountants are our Internal Auditors. Thescope of work and authority of the Internal Auditors is as per the terms of referenceapproved by Audit Committee. The Internal Auditors monitors and evaluates the efficiencyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies of the Company. Significant audit observationand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review the Company has complied with the applicableSS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (SecretarialStandard on General Meetings) issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118(10) of the Companies Act 2013.

BUSINESS RESPONSIBILITY REPORT:

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached in the format prescribed as Annexure E and forms anintegral part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

There have been no significant and material orders passed by the courts or regulatorsor tribunals impacting the going concern status and Company's operations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure F.

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk management has always been an integral part of the corporate strategy whichcomplements the organizational capabilities with business opportunities robust planningand execution.

In line with the new regulatory requirements the Company has formally framed a RiskManagement Policy to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management and Audit Committee from time totime and desired actions are initiated to strengthen the control and effectiveness of thesystem.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 the Companies(Corporate Social Responsibility) Rules 2014 and the various notifications/ circularsissued by the Ministry of Corporate Affairs the Company has contributed an amount of`6534429/- lakhs towards CSR activities the Company has undertaken projects in the areaof animal welfare and promoting preventive health care in accordance with Schedule VII ofthe Companies Act 2013 with the help of other registered trusts namely "Shree SumatiJeev Raksha Kendra undertaking "Jeevdaya" project in the area of Animal Welfareand "Rotary Club of Bombay Queens Necklace Charitable Trust" and"Make-A-Wish Foundation of India" undertaking "promoting preventive healthcare" projects and directly through Grand Port Hospital and Sonal Clinic. The contentof CSR policy of the Company and detailed report on CSR activities including amount spentis given in Annexure G.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.An Internal Committee has been set up to redress the complaints received regarding sexualharassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year:

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited are committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. Further the your Board is in believe thatthe employees should be able to raise complaints concerning questionable accountingpractices internal accounting controls or auditing matters or concerning the reporting offraudulent financial information etc. free of any discrimination retaliation orharassment for which the Board has established a Whistle Blower Policy which encouragedthe employees to report their genuine concerns and questionable accounting practices toMr.Ajay M. Khatlawala Chairman of Audit Committee through email or by correspondencethrough post. Further details are available on the company's website www. goldiam.com.

OTHER DISCLOSURES:

Following other disclosures are made: o During the year under review no securities(including sweat equity shares and ESOP) were issued to the employees of the Company underany scheme. o No orders were passed by any of the regulators or courts or tribunalsimpacting the going concern status and Company's operations in the future. o During theyear under review there were no changes in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year ending March 31 2021 and the date ofthis Report other than continuing impact of pandemic COVID-19. For further details on theimpact of COVID-19 please refer Note No. 44 to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations theManagement's discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders- shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The Company hascomplied with the corporate governance requirements under the Companies Act 2013 and asstipulated under the listing regulations. A separate section on corporate governance underthe listing regulations along with a certificate from the Company's Auditor confirmingcompliance is annexed and forms an integral part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors express their appreciation for the sincere cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders. For and onbehalf of the Board of Directors

Rashesh M. Bhansali
Place: Mumbai Executive Chairman
Dated: July 21 2021 (DIN 00057931)

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