To,
The Members of Gautam Gems Limited,
Your Directors present the Annual Report and the Company's Audited Financial Statements
for the financial year ended 31st March 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year
figures is given hereunder:
(In Rs.)
| Particulars |
2023-2024 |
2022-2023 |
| Income for the year |
101,58,52,000 |
91,64,24,000 |
| Operating & Administrative expenses |
101,06,26,000 |
91,15,68,000 |
| Net Profit/(loss) before tax |
52,26,000 |
48,56,0000 |
| Less: Provision for tax |
9,00,000 |
10,50,000 |
| Deferred Tax |
5,00,000 |
2,64,000 |
| Net Profit/(loss) after tax |
3,82,6000 |
3,54,1000 |
| Earnings per Share |
0.08 |
0.19 |
2. OPERATION & REVIEW
Total Revenue from operation of the Company is Rs. 101,58,52,000.00/- and Net Profit
after Tax is Rs. 3,82,6000.00 for the Financial Year 2023-24.
3. DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended 31st
March 2023.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General
Reserves Account.
6. CHANGE IN THE NATURE OF BUSINESS
During the year, there is no change in the nature of business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
| Sr. No. |
Name of Director / KMP |
Designation |
| 1. |
Gautam Pravinchandra Sheth |
Managing Director |
| 2. |
Nidhi Gautam Sheth |
Whole-time Director |
| 3. |
Kanchanben Pravinbhai Sheth |
Executive Director |
| 4. |
Pravin Manilal Parekh |
Non-Executive Independent Director |
| 5. |
Prakash Nanalal Mehta |
Non-Executive Independent Director |
| 6. |
Harshit Hasmukhbhai Vadecha |
Non-Executive Independent Director |
| 7. |
Umeshbhai Rasiklal Gor |
Non-Executive Independent Director |
| 8. |
Dishant Daxeshbhai Jagad |
Chief Financial Officer |
| 9. |
Anilbhai Keshubhai Modhavadiya |
Company Secretary & Compliance Officer |
During the year there is no Change in Composition of Board of Directors.
8. RETIREMENT BY ROTATION
Mrs. Nidhi Gautam Sheth (DIN: 06748877) is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.
9. NUMBER OF BOARD MEETINGS
During the Year under the review the Board of Directors met 15 (Fifteen) times, Details
of the 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 |
| 15-05-2023 |
7 |
7 |
| 29-05-2023 |
7 |
7 |
| 04-07-2023 |
7 |
7 |
| 08-07-2023 |
7 |
7 |
| 29-07-2023 |
7 |
7 |
| 31-08-2023 |
7 |
7 |
| 07-09-2023 |
7 |
7 |
| 15-09-2023 |
7 |
7 |
| 13-10-2023 |
7 |
7 |
| 19-10-2023 |
7 |
7 |
| 09-11-2023 |
7 |
7 |
| 01-12-2023 |
7 |
7 |
| 25-01-2024 |
7 |
7 |
| 08-03-2024 |
7 |
7 |
| 29-03-2024 |
7 |
7 |
The gap between two Board Meetings was within the maximum time gap prescribed under the
Act and the Listing Regulations. The requisite quorum was present in all the meetings.
10. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries
of India.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,
the Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its Committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc. Evaluation of the
Board and its compositions was carried out through a defined process covering the areas of
the Boards functioning viz. composition of the Board and Committees, understanding of
roles and responsibilities, experience and competencies, contribution at the meetings etc.
12. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively; and
(f) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Company's internal controls relating to its financial statements. During the year,
such Controls were tested and no reportable material weakness was observed.
14. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY
During the year under review, call money has been called up for partly paid-up shares
and those shares for which money has been received, partly paid up shares converted to
fully paid up equity shares.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There have been no such changes.
16. ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website
of the Company at www.gautamgems.com.
17. AUDITORS STATUTORY AUDITORS:
M/s Bhagat & Co, statutory Auditor of the Company has resigned due to expiry of
peer review certificate and so Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/S Rajesh J. Shah &
Associates, Chartered Accountants (FRN: 108407W) have been appointed as Statutory Auditor
of the company in place of M/s Bhagat & Co. in the Extra Ordinary General Meeting held
on 25th May, 2024.
The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company.
The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has
dispensed with the requirement of ratification of Auditor's appointment by the
shareholders, every year. Hence, the resolution relating to ratification of Auditor's
appointment is not included in the Notice of the ensuing Annual General Meeting.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the cost audit is not applicable to the Company.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Act and Rules made thereunder, Practicing Company
Secretary have been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditor is enclosed to this report. The report is self-explanatory.
18. INTERNAL AUDIT & CONTROLS
The Company has appointed Mr Dixant Daxeshbhai Shah as Internal Auditor of the company.
During the year, the Company continued to implement their suggestions and recommendations
to improve the control environment. His scope of work includes review of processes for
safeguarding the assets of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths in all areas. Findings
of Internal Auditor are discussed with the process owners and suitable corrective actions
were taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.
19. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the
requirement for furnishing the details of deposits which are not in compliance with
Chapter V of the Act is not applicable.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not formulated and implemented any Corporate
Social Responsibility Initiatives as the said provisions are not applicable to the
Company.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year under review, the Company has not given any loan, made investment,
provided guarantee or security to any entity falling under the provisions of Section 186
of the Act.
23. PARTICULARS REGARDING EMPLOYEES
During the year under review, none of the employees were in receipt of remuneration
exceeding the limit prescribed under Section 197 of the Act and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24. RELATED PARTY TRANSACTIONS
During the year under review, contracts or arrangements entered into with the related
party, as defined under section 188 of the Companies Act, 2013 were in ordinary course of
business and on arms' length basis. Details of the transactions pursuant to compliance of
section 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 no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
25. 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 passed by regulators or courts or tribunals
impacting the going concern status and company's operations in future.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Disclosures pertaining to conservation of energy, technology absorption and foreign
exchange earnings & outgo, were not applicable to the Company during the year under
review.
27. DETAILS OF COMMITTEES OF THE BOARD AUDIT COMMITTEE:
The Company has formed the Audit Committee as per the applicable provisions of 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. The
composition of the Committee and details of meetings attended by the members are given
below:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Umeshbhai Rasiklal Gor |
Chairman |
Non-Executive Independent Director |
4 |
4 |
| Mr. Pravin Manilal Parekh |
Member |
Non-Executive Independent Director |
4 |
4 |
| Mrs. Nidhi Gautam Sheth |
Member |
Whole-time Director |
4 |
4 |
| Mr. Harshit Hasmukhbhai Vadecha |
Member |
Non-Executive Independent Director |
4 |
4 |
NOMINATION AND REMUNERATION COMMITTEE:
The Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations. The composition of the Committee and details of meetings attended by the
members are given below:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Mr. Prakash Nanalal Mehta |
Chairman |
Non-Executive Independent Director |
2 |
2 |
| Mr. Pravin Manilal Parekh |
Member |
Non-Executive Independent Director |
2 |
2 |
| Mr. Harshit Hasmukhbhai |
Member |
Non-Executive |
2 |
2 |
| Vadecha |
|
Independent Director |
|
|
The Policy of Nomination and Remuneration Committee has been placed on the website of
the Company at www.gautamgems.com and the salient features of the same has been disclosed
under "Annexure C".
3 STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Company has formed the Stakeholders' Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations. The composition of the Committee and details of meetings attended by the
members are given below:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Mr. Prakash Nanalal Mehta |
Chairman |
Non-Executive Independent Director |
1 |
1 |
| Mr. Harshit Hasmukhbhai Vadecha |
Member |
Non-Executive Independent Director |
1 |
1 |
| Mrs. Nidhi Gautam Sheth |
Member |
Whole-time Director |
1 |
1 |
SEXUAL HARASSMENT COMMITTEE:
The Committee was constituted by the Board of Directors in compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Mrs. Nidhi Gautam Sheth |
Chairman |
Whole-time Director |
1 |
1 |
| Mr. Pravin Manilal Parekh |
Member |
Non-Executive Independent Director |
1 |
1 |
| Mr. Prakash Nanalal Mehta |
Member |
Non-Executive Independent Director |
1 |
1 |
| Mrs. Kanchanben Pravinbhai Sheth |
Member |
Executive Director |
1 |
1 |
28. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a separate meeting of Independent Directors was held on
30th March 2024, inter-alia, to discuss:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as
a whole
2. Evaluation of performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors and
3. Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary to effectively and reasonably perform its
duties.
All the Independent Directors were present at the meeting.
29. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has formulated and adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder.
The Company always endeavors to create and provide an environment to its employees and
external individuals engaged with the Company that is free from discrimination and
harassment including sexual harassment. The Company has in place a robust policy on
prevention of sexual harassment at workplace. The policy aims at prevention of harassment
of employees as well as contractors and lays down the guidelines for identification,
reporting and prevention of sexual harassment.
During the year under review, there were no incidences of sexual harassment reported
and received.
30. VIGIL MECHANISM
The Company has established the vigil mechanism through Whistle Blower Policy for all
the stakeholders of the Company, which also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases as per the Policy. The details
of the Whistle Blower Policy is available on the website of the Company i.e.
www.gautamgems.com.
31. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to
managing the risks in proactive and efficient manner. The Company periodically assesses
risk in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and operational plans.
The Company, through its risk management process, strives to contain impact and
likelihood of the risk within the risk appetite as agreed from time to time with the Board
of Directors.
Management Discussion and Analysis Report of the Annual Report identifies key risks,
which can affect the performance of the Company.
The Company has adopted a Risk Management Policy for a systematic approach to control
risks. The Risk Management Policy of the Company developed in line with the business
strategy lays down procedures for risk identification, evaluation, monitoring, review and
reporting.
32. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook. The Management Discussion and Analysis Report is annexed herewith as
"Annexure D".
33. CORPORATE GOVERNANCE
As per Regulation 15(2) of the Listing Regulations, duly Complied with the Company and
the Details of the committee and composition of board and other relevant information
already mentioned in annual report.
34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
There are no such proceedings or appeals pending and no application has been filed
under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end
of the financial year upto the date of this report.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the year under review, the Company has availed loans from the Banks. However,
there was no instance of any one time settlement for reporting details vis-a-vis
Valuation.
36. ACKNOWLEDGEMENTS
Your Directors places on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
the Company during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on the Company.
| Place: Surat |
For and on behalf of the Board of Directors |
|
| Date: 06/09/2024 |
Gautam Gems Limited |
|
|
Sd/- |
Sd/- |
|
Gautam P. Sheth |
Nidhi G. Sheth |
|
Managing Director |
Whole-time Director |
|