To.
The Members,
Bhakti Gems and Jewellery Limited
Your Directors have pleasure in presenting their 13 th Annual Report on
the business and operations of the Company and the accounts for the Financial Year ended
March 31, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
The Financial performance of the company for the year ended 31st March, 2023
is summarized as follows:
Particular |
Year Ended On 31st March, 2023 |
Year Ended On 31st March,2022 |
Income |
1,029,124,457 |
88,97,31,372 |
Less: Expenditure |
(10,18,53,23,256) |
(87,79,77,203) |
Profit/(Loss) Before Depreciation and Taxes |
1,12,01,200 |
1,17,54,169 |
Less: Depreciation |
6,74,716 |
2,13,601 |
Net Profit/(Loss) Before Tax |
10,526,484 |
1,15,40,568 |
Less: Provision for Tax |
- |
- |
Less: Current Tax |
(25,00,000) |
(27,00,000) |
Deferred Tax |
(62880) |
(62,880) |
Profit/(Loss) After Tax |
7,963,604 |
87,77,688 |
(In Rs.~
2. OPERATION AND REVIEW
Your Company posted a total income of Rs. 1,029,124,457 in the financial year ended on
31st March, 2023. Profit after tax is Rs. 7,963,604 in the financial year ended
on 31st March, 2023.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
No change of business occurs during the year under review.
4. DIVIDEND
The Board of Directors of your company has not recommended any dividend for the
financial year ended on 31st March, 2023, with a view to conserve the profit of
the company for investments in business operations.
5. 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 ("the Act") does not apply to the Company.
6. RESERVES
The amounts, as on the financial year ended of Reserves are Rs. 66,949,617/-
7. CHANGE IN SHARE CAPITAL
There is no change in the Capital Structure of the Company.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary or joint ventures or associate companies.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of five members as on 31 March 2023, two of whom are Promoters and
NonIndependent Directors and the remaining three are Independent Directors.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial personnel of
the company are mentioned below as on this Report:
Name |
Designation |
Date of Appointment |
Date of Cessation |
Mr. Akshay Sevantila Mehta |
Managing Director |
30/12/2016 |
- |
Mrs Varshaben Akshay Mehta |
Whole Time Director |
17/03/2017 |
- |
Mr. Meet Prafulchandra Mehta |
Non-Executive Independent Director |
24/07/2019 |
- |
Mr. Vijaykumar Bhikhabhai Patel |
Non-Executive Independent Director |
17/03/2017 |
- |
Mr. Prafulkumar Jayantilal Sheth |
Non-Executive Independent Director |
05/09/2022 |
- |
Mr. Sanket Rajeshkumar Shah |
Chief Financial Officer |
24/07/2019 |
- |
Ms. Nikita Jain |
Company Secretary |
07/01/2023 |
- |
Except above there is no other change in Board and Key Managerial Personnel of the
company.
None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 and16 (b) of the Listing Regulations from
Independent
Directors confirming that they are not disqualified for continuing as an Independent
Director.
RETIREMENT BY ROTATION
In accordance with the provisions of the Companies Act, 2013 Mrs. Mrs VarshabenAkshay
Mehta, Non-Executive Director of the company who is liable to retire by rotation, being
eligible for reappointment, offers himself for reappointment. Appropriate resolutions for
the reappointment are being placed for your approval at the ensuing AGM.
10. MEETINGS OF BOARD
During the Financial Year under review, the Board of Directors of the Company met Four
times
i.e. 30th June, 2022, 5th September 2022, 9th November
2022, and 6th February 2023.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,
the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Various Committees.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;
(b) The directors have 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/loss of the company for that period;
(c) The directors have 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; and
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
ofall applicable laws and that such systems were adequate and operating effectively.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO
The particulars as required under the provisions of Section 134 (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering nature of activities undertaken by the company during the year under
review.
Further during the year under review, the Company has neither earned nor used any
foreign exchange
14. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
A. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the companies Act, 2013. The composition of the Audit Committee is in conformity
with the provisions of the said section.
> Composition:
NAME OF THE DIRECTORS |
CATEGORY OF DIRECTORSHIP |
DESIGNATION |
NUMBER OF MEETINGS |
|
|
|
HELD |
ATTENDED |
AKSHAY SEVANTILAL MEHTA |
Executive Director |
Member |
4 |
4 |
VAIBHAVKUMAR NARESHKUMAR SHAH |
Non Executive & Independent Director |
Chairperson |
4 |
4 |
PRAFULKUMAR JAYANTILAL SHETH |
Non-Executive & Independent Director |
Member |
2 |
2 |
> Terms of reference:
The broad terms of reference of the Audit Committee are as under:
Reviewing of the Company's financial reporting process and the disclosure of its
financial information
To ensure that the financial statement is correct, sufficient and credible.
Recommending the appointment, remuneration and terms of appointment of external
Auditor.
Review and monitor the auditor's independence and performance and effectiveness
of the audit process.
Approval or any subsequent modification of transactions of the company with
related parties
Scrutiny of inter-corporate loans and investments.
Valuation of undertakings or assets of the Company, wherever it is necessary.
Monitoring the end use of funds raised through public offers and related
matters.
Reviewing with management the Annual financial statements and half yearly and
Quarterly financial results before submission to the Board.
Reviewing periodically the adequacy of the internal control system.
Discussions with Internal Auditor on any significant findings and follow up
there on.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Composition of the Committeeis
in conformity with the provisions of the said Section.
> Composition:
NAME OF THE DIRECTORS |
CATEGORY OF DIRECTORSHIP |
DESIGNATION |
NUMBER OF MEETINGS |
|
|
|
HELD |
ATTENDED |
VARSHABEN AKSHAYKUMAR MEHTA |
Non-Executive - Non Independent Director |
Member |
1 |
1 |
VAIBHAVKUM AR NARESHKUMA R SHAH |
Non-Executive - Independent Director |
Member |
1 |
1 |
PRAFULKUMAR JAYANTILAL SHETH |
Non-Executive & Independent Director |
Chairperson |
1 |
1 |
> Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:
Formulation of the criteria for determining the qualifications, positive
attributes and independence of Director;
Devising a policy on Board diversity;
Formulation of Remuneration policy;
Review the structure, size and composition of the Board;
Identifying and selection of candidates for appointment as Directors;
Identifying potential individuals for appointment as Key Managerial Personnel
and Senior Management;
Formulation of criteria for evaluation of Independent Directors and the Board.
Policy of the Nomination and Remuneration forms a integral part of this Report. It is
annexed herewith as per "Annexure C".
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee
is in conformity with the provisions of the said section.
> Composition:
NAME OF THE DIRECTORS |
CATEGORY OF DIRECTORSHIP |
DESIGNATION |
NUMBER OF MEETINGS |
|
|
|
HELD |
ATTENDED |
VAIBHAVKUM AR NARESHKUMA R SHAH |
Non-Executive & Independent Director |
Member |
1 |
1 |
AKSHAY SEVANTILAL MEHTA |
Executive Director |
Member |
1 |
1 |
PRAFULKUMAR JAYANTILAL SHETH |
Non-Executive - Independent Director |
Chairperson |
1 |
1 |
> Details of Investor's grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints of
the Shareholders/Investors registered with SEBI at the end of the current financial year
ended on 31st March, 2023 are NIL.
15. AUDITORS
1. STATUTORY AUDITOR
The Company has appointed M/s. Bhagat & Co, as the Statutory Auditors of the
Company for the financial year 2022-2023 to fill up the casual vacancy occurred by the
resignation of M/s. Parth Shah & Associates., till the conclusion of this Annual
General Meeting.
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 Auditor's Report for the year ended March 31, 2023 on the financial statements of
the Company is a part of this Annual Report. The notes on Financial Statements referred in
the Annual Report are self explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification, reservation or adverse remark.
2. COST AUDITOR
The Company is not require to appoint the Cost Auditor as pursuant to Section 148 of
the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
3. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
for the year 2022-23 was undertaken by Ms. Neelam Rathi (Neelam Somani & Associates),
Practicing Company Secretary.
The Company has engaged the services of Ms. Neelam Rathi (Neelam Somani &
Associates), Practicing Company Secretary (CP No. 12454), Practicing Company Secretary and
Secretarial Auditor of the Company for providing this certification. The Secretarial Audit
Report do not contain any qualification, reservation or adverse remark. The Secretarial
Audit Report is annexed herewith and forming part of annual report.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has an Internal Audit Department with adequate
experience and expertise in internal controls, operating system and procedures. In
discharging their role and responsibilities, the department also engages external audit
firms, wherever deemed necessary.
The Internal Audit Department reviews the adequacy of internal control system in the
company, its compliance with the operating systems and laid down policies and procedures.
Based on the report of internal audit function, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
17. 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.bhaktijewellery.com.
18. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation,
2015, the Company has constituted a Business Risk Management Committee. At present the
Company has not identified any element of risk which may threaten the existence of the
Company.
19. EXTRACT OF 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.bhaktiiewellery.com.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
During the year under the review there are No other material changes and commitments
affecting the financial position of the Company occurred between the end of the financial
year to which this Financial Statements relate and the date of this report.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order has been passed by any regulators or courts or
tribunals impacting the going concern status and company's operations in future. The
company is doing reasonable growth and development.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
The company has adequate internal control systems in place. With a view to monitor the
Company's performance as well as to make sure that internal checks and controls are
operating properly, the company has appointed external firms of Chartered Accountant as
Internal auditor. The audit committee ensures that the internal control systems are
adequate and working effectively.
23. DEPOSITS
Your Company has neither invited nor accepted any fixed deposit from the public during
the year.
24. PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION
186
The Company has not granted any loans, Investment made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the financial statement.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, contracts or arrangements entered into with the Related
Parties as defined under Section 188 of the Act were in ordinary course of business and on
arms' length basis. Details of transactions pursuant to Section 134(3) (h) of the Act 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.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014shall not be applicable to the Company.
27. LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. Further, the
Company isregular in compliances of various clauses and regulations of the Listing
Agreement and/or LODR.
28. PARTICULARS REGARDING EMPLOYEES:
During the year under report, none of the employees was in receipt of remuneration
exceeding thelimit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
29. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
30. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, Report on Corporate Governance is applicable on the Company. The Company
has obtained the required Certificate from Practicing Company Secretary.
31. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the code of conduct for prohibition of insider
trading, as approved and adopted by the Directors and designated Employees of the Company.
The Code requires preclearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information during the period of Trading Window
Closure. The Board is responsible for implementation of the Code. All Board of Directors
and designated employees have confirmed compliance with the Code.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as Required under Regulation 34 and Schedule
V of the Listing Regulations, forms an integral part of this Report and provide Company's
current working and future outlook. The Management Discussion and Analysis Report is
annexed herewith as per "Annexure D".
33. ACKNOWLEDGEMENTS
Your Directors place on record their gratitude for the continuing support of
Shareholders, Bankers, various government authorities, members and business associates for
their continued support and valuable co-operation.
Place: Ahmedabad |
BY ORDER OF THE BOARD OF DIRECTORS, |
Date: 06th September, 2023 |
BHAKTI GEMS AND JEWELLERY LIMITED |
Registered Office |
|
FF/02, 413/1 Kalp Bhakti House, |
Akshay Sevantilal Mehta |
Nr Narayan Society, B/h Axis Bank, |
Managing Director |
C G Road, Ahmedabad Ashram Road |
[DIN:02986761] |
P.O City Taluka Ahmedabad GJ 380009 IN |
|
|