gemstone investments ltd Directors report

To,

The Members,

Gemstone Investments Limited

The Directors have pleasure in submitting the 29^th Boards Report, along with the Balance Sheet, Profit and Loss Account and Cash Flow Statements on the business and operations of the Company for the financial year ended 31^st March 2023.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

		(Amt.in Rs.)
Particulars	F.Y 2022-23	F.Y 2021-22
Total Revenue	1,18,84,131	91,32,090
Total Expenses	92,32,864	63,05,148
Profit Before Tax	26,51,267	28,26,942
Current Year Tax	6,01,733	7,92,000
Deferred Tax	(2,08,544)	(56,656)
Short / Excess provision of Tax	(39,254)	-
Profit After Tax	22,97,332	20,91,598
Transfer to Statutory Reserve	(4,59,466)	(4,18,319)
Profit/(Loss) for the period after appropriations	22,97,332	20,91,598
EPS	0.031	0.028

REVIEW OF OPERATIONS

The Company reported gross annual revenue of Rs.1,18,84,131/- viz-a-viz Rs. 91,32,090/ in the previous year. Whereas the Profit after Tax stood at Rs. 22,97,332 viz-a-viz Rs. 20,91,598 in the previous year. The Earnings per share for the year ended 31^st March 2023 stood at to Rs. 0.031 per share as against Rs. 0.028 per share in the previous year.

Your company is a Non-Banking finance Company registered with the Reserve Bank of India.

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend for this financial year.

TRANSFER TO RESERVE

The company has transferred Rs. 4,59,466 profits to the Statutory Reserves during FY 2022- 23 and Rs. 4,18,319/- during FY 2021-22.

SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as at 31^st March, 2023 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 10,00,00,000 Equity Shares of Re. 1/- each.

Issued & Subscribed Share Capital

The paid-up Equity Share Capital as at 31^st March, 2022 stood at Rs. 7,47,50,000/- (Rupees Seven Crore Forty-Seven Lakh Fifty Thousand only) divided into 7,47,50,000 Equity Shares of Re. 1/- each.

DISCLOSURES REGARDING

a. Changes in Share Capital

There was no change in the structure of the share capital of the Company during the financial year under review.

b. Issue of Equity Shares with differential rights

The Company has not made any issue of equity shares with Differential Rights under the provision of section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 during the Financial Year under review.

c. Issue of Employee Stock Options

The Company has not made any issue of equity shares via Employee Stock Options during the year under review.

d. Issue of Sweat Equity Shares

The Company has not made any issue of equity shares under the provision of Section 54, read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 during the financial tear under review.

e. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

TRANFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provision of the Act read with the IEPF Rules, dividends that are unpaid or unclaimed for a period of Seven consecutive years from the date of their transfer to Unpaid Account are required to be transferred by the Company to the IEPF, administered by the Central Government.

Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In line with the above provision, there are no unpaid dividend which has to be transferred to the IEPF.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public deposit outstanding as at the beginning or end of the year ended on 31^st March 2023.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES

Your Company does not have any subsidiary, associates or joint venture as on the financial year 31^st March, 2023.

In terms of Section 129 of the Companies Act, 2013 read with third proviso to Rule 5 of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of Associate Company in form AOC-1 is enclosed as "Annexure - 1" which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of your Company has a healthy mix of youth and experienced individuals with a very strong Board of Directors to guide the business.

Name of the Director and KMP	Designation	Date of Appointment	Date of Resignation
Manali Kirit Bhuva	Chairman & Executive Director	30/09/2016	08/08/2023
Dhara Brahmbhatt	Managing Director	09/01/2013	05/07/2023
Sudhakar Bhagawatlal Gandhi	Managing Director	06/07/2023	-
T arun Ramesh Brahmbhatt	Non-Executive Director	12/07/2017	-
Falgun Chhaganlal Shah	Independent Director	12/04/2021	-
Rajesh Babulal Maiyani	Independent Director	07/05/2021	-
Deepak Vilas Apraj	Chief Financial Officer	03/09/2016	-
Jayesh Ratan Ahire	Company Secretary	01/08/2020	-
Kirti Deepak Vekaria	Chairman & Executive Director	08/08/2023	-
Roshan Mayani	Independent Director	04/09/2023	-

CHANGES IN DIRECTORS AND KMPs

Mrs. Dhara Brahmbhatt resigned from the post of the Managing Director w.e.f. 05^th July, 2023.

Mr. Sudhakar Bhagawatlal Gandhi was appointed as Managing Directors w.e.f. 06^th July, 2023.

Ms. Kirti Deepak Vekaria was appointed as an Executive Director of the company w.e.f. 08^th August, 2023 Mr. Roshan Mayani was appointed as an Independent Director of the company w.e.f. 04^th September, 2023

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Mr. Tarun Ramesh Brambhatt liable to retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointment is being placed for your approval at the AGM. Your directors recommend his re-appointment. The resolution for his said re-appointment forms a part of the notice to the Annual General Meeting.

NUMBER OF BOARD MEETINGS

During the Financial Year under review, the Board met 7 (Seven) times on 27^th May 2022, 13^th August 2022, 03^rd September 2022, 06^th September 2022, 19^th October 2022, 11^th November 2022 and 10^th February 2023. The gap between any two meetings was not more than 120 days. The details regarding the dates of the meetings with the names of the directors who attended the meetings are as follows:

Name of director	Number of Board Meetings Held during their tenure	Attendance in the last AGM
Kirti Vekaria	NA	NA
Sudhakar Gandhi	NA	NA
Tarun Brahmbhatt	7 of 7	Yes
Falgun Shah	7 of 7	Yes
Rajesh MAiyani	7 of 7	Yes

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force).

DETAILS OF THE COMMITTEES:

Audit committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 5 (Five) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting dates
		27.05.2022	13.08.2022	06.09.2022	11.11.2022	10.02.2023
Falgun Shah	Chairman	T	T	T	T	T
Rajesh Maiyani	Member	V	V	V	V	V
Manali Bhuva*	Member	V	V	V	V	V
Tarun Brahmbhatt**	Member	NA	NA	NA	NA	NA

* Manali Bhuva Resigned from the Company on 08^m August 2023. I

* * Tarun Brahmbhatt appointed as member of the Committee on 08^th August 2023.

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership		Meeting dates
		27.05.2022	13.08.2022	11.11.2022	10.02.2023
Falgun Shah	Chairman	Y	Y	Y	Y
Rajesh Maiyani	Member	Y	Y	Y	Y
Manali Bhuva*	Member	Y	Y	Y	Y
Tarun Brahmbhatt**	Member	NA	NA	NA	NA

* Manali Bhuva Resigned from the Company on 08^th August 2023.

** Tarun Brahmbhatt appointed as member of the Committee on 08^th August 2023.

Nomination and remuneration committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 01 (One) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting Date
		10.02.2023
Falgun Shah	Chairman	Y
Rajesh Maiyani	Member	Y
Manali Bhuva*	Member	Y
Tarun Brahmbhatt**	Member	NA

* Manali Bhuva Resigned from the Company on 08^th August 2023.

** Tarun Brahmbhatt appointed as member of the Committee on 08^th August 2023.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time to time.

A brief of the Policy on appointment and remuneration of Directors, KMP and Senior Management is uploaded on the Companys website www.gemstoneltd.com.

PERFORMANCE EVALUATION OF DIRECTORS I

The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that: 5

i. In the presentation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. We 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 as at 31^st March 2023 and of the profit and loss of the Company for the financial year ended on that date;

iii. Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. Internal financial controls have been laid down and the same are adequate and were operating effectively and

vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Companies Act, 2013, read with applicable rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board formed are as under:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Risk Management Committee

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

VIGIL MECHANISM

Your Company has a Whistle Blower Policy for the employee to report genuine concerns/grievances. This Policy is uploaded on the Companys website www.gemstoneltd.com. The Policy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

AUDITORS AND THEIR REPORTS

• Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Rishi Sekhri and Associates, Chartered Accountants appointed in the 27^th Annual General Meeting held on 30^th September 2021 as Statutory Auditors of the Company for a period of 5 (five) years till the conclusion of the 32^nd Annual General Meeting to be held in the year 2026.

The Auditors Report issued by M/s. Rishi Sekhri and Associates does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments or require any explanations.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31^st March 2023 was carried out by the Secretarial Auditors, M/s. Heena Gulrajani & Associates, (C.P. No. 25423), Company Secretaries. The Report of the Secretarial Audit is annexed herewith marked as "Annexure - 2" to this Report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

• Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. KSGC & Associates as an Internal Auditor of the Company. To maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthens controls.

REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website. The Policy intends to ensure proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The disclosure regarding related party transactions is annexed herewith as "Annexure - 3".

PARTICULARS OF LOAN. GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Pursuant to Section 186(11) of the Companies Act, 2013, disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business, as required under the provisions of Section 186(4) of the Act, are exempted.

The details of investments made form part of the notes to financial statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Coimnittee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures tobe followed and disclosures to be made by insiders while trading in the securities of the Company. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares.

The policy is uploaded on the Companys website and can be viewed at www.gemstoneltd.com

RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Companys risk management. The Company has a robust organisational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan. The Coimnittee is also empowered, inter aha, to review and recoimnend to the Board the modifications to the Risk Management Policy. This Policy is also uploaded on the Companys website www.gemstoneltd.com. The Risk Management Framework has been periodically reviewed to keep updated and address emerging challenges.

INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company is responsible for ensuring that Internal Financial Control have been laid down in the Company and that such control are adequate and operating effectively. The foundation of Internal Financial Control (IFC) lies in Gemstones Code of Conduct, policies and procedures adopted by the Management, Corporate Strategies, annual business planning process, management reviews, management system certifications and the risk management framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operation information, complying with applicable laws, safeguarding with proper authorization and ensuing compliance with corporate policies.

The controls, based on the prevailing business conditions and processes have been tested during theyear and certain aspect in the design or effectiveness which were observed by the auditor, would be taken care by the Board.

The Internal Audit team monitors and evaluates the efficiency and adequacy of internal controls systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake correctiveaction(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective actions(s) thereon are presented to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in tenns of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, fonns part of this report & attached as "Annexure - 4" and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Enviromnent, Human Resource Development, significant changes in key financial ratios etc.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in "Annexure -5" to this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (pennanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral.

During the year under the review no complaints with allegations of sexual harassment was received by the Company.

DISCLOSURE OF PENDING CASES / INSTANCES OF NON-COMPLIANCE

There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.

INVESTOR RELATIONS (IR)

Your Company continuously strives for excellence in its investor relations. Your Company believes in building a relationship of mutual understanding with Investors. Your company ensures that critical information about the Company is available to all the Investors by uploading all such information on the Companys website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company carries out the business of a Non-Banking Finance Company. Thus, the particulars regarding conservation of energy & technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

There were no foreign exchange earnings or outgo during the year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Fonn MGT-9 is available on the website of the Company at www.gemstoneltd.com.

HUMAN RESOURCES

Your Companys vision is to become an employer of choice by providing a compelling employee value proposition. It strives to attract the best talent and ensures employees development, retention and contribution to the Companys success. The HR policies and practices are focused on creating Happy, Engaged and Productive workforce. It intends to continue investing in leadership development, employee engagement, training and employee assistance programs, etc.

OTHER DISCLOSURES

a. Our registered office had been shifted from 504, A wing New Prabhat SRA CHS LTD, Chikuwadi, Western Express Highway Andheri (East) 400099 to Office No. A/301, Shubham Centre A Building CHS, Cardinal Gracious Road, Andheri East, Mumbai 400099 w.e.f 10^th February 2023.

b. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report;

c. During the year under review, the Company has not accepted any deposit within the meaningof Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;

d. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their support in future as well.

Your Directors take this opportunity to thank the shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Government, Regulatory Authorities, Stock Exchange, Vendors and Investors for their continued support during the year.

It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

By Order of the Board of Directors
For Gemstone Investments Limited
Sd/-	Sd/-
Kirti Deepak Vekaria	Sudhakar Bhagawatlal Gandhi
Chairman & Executive Director	Managing Director	Place: Mumbai
DIN: 10263433	DIN: 09210342	Date: 04th September 2023