Bhakti Gems & Jewellery Ltd Directors Report.

To.

The Members,

Your Directors have pleasure in presenting their 10th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March, 2020 is summarized as follows:

Particular Year Ended On 31st March, 2020 r Ended On 31st March,2019
Income 55,12,70,605 62,37,63,536
Less: Expenditure (54,81,57,737) (62,27,78,046)
Profit/(Loss) Before Depreciation and Taxes 31,12,868 9,85,490
Less: Depreciation 1,12,191 (99,440)
Net Profit/(Loss) Before Tax 30,00,677 8,86,050
Less: Provision For Tax (7,00,000) (2,00,000)
Deferred Tax (25,450) (24,368)
Profit/(Loss) After Tax 22,75,227 6,61,682

2. FINANCIAL HIGHLIGHTS

Your Company posted a total income of Rs. 55,12,70,605 in the financial year ended on 31 March 2020. Profit after tax is Rs. 22,75,227 in the financial year ended on 31 March 2020.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

No change of business occurs during the year under review.

4. DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. RESERVES

The amounts, as on ended of financial year, Reserves are Rs. 6,09,41,510/-

6. SHARE CAPITAL

During the year under review the company has allotted 13,07,785 fully paid up Equity shares as bonus. The paid-up equity share capital as on 31 March 2020 stood Rs. 10,02,63,450.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary or joint ventures or associate companies.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of five members as on 31 March 2020, two of whom are Promoters and Non-Independent 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
Mr. Akshay Sevantilal Mehta Managing Director 30/12/2016
Mrs Varshaben Akshay Mehta Whole Time Director 17/03/2017
Mr. Meet Prafulchandra Mehta Non Executive Director 24/07/2019
Mr. Pratikkumar Rameshbhai Valani Chief Financial Officer 07/03/2017
Mrs. Shalu Agrawal Singhania Company Secretary 29/06/2019

The Board of Director has appointed Mrs. Shalu Agrawal Singhania as a Company Secretary and Compliance Officer of the company w.e.f. 29th June, 2019.

Except above there is no other changed 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 Mr. Meet Prafulchandra Mehta, No 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.

9. MEETINGS OF BOARD

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company and other meetings for discuss and decide on various business policies, strategies and other businesses.

During the Financial Year under review, the Board of Directors of the Company met Nine times i.e 15 April 2019, 30 May 2019, 29 June 2019, 26 24.07.2019, August, 2019, 09 October 2019, 24 October 2019 and 14 November 2019, and 14 February, 2020.

The following table gives the attendance of the Directors at the Board meetings of the Company:

Sr. No Name of the Director Category & Position No. of Board meetings held during the year No. Board of meetings attended
1 Akshay Sevantilal Mehta Managing Director 9 9
2 Varshaben Akshaykumar Mehta Whole time Director 9 9
3 Vijaykumar Bhikhabhai Patel Non-Executive and Independent Director 9 9
4 Milan Chandrakant Dave Non-Executive and Independent Director 9 9
5 Meet Prafulchandra Mehta Non-Executive 9 6

10. 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.

11. 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 have prepared the annual accounts on a going concern basis; and

(e) 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.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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.

13. 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 REMARKS

NUMBER OF MEETINGS

Held Attended
Milan C Dave Non-Executive & Independent Director Chairman 4 4
Vijaykumar B Patel Non-Executive & Independent Director Member 4 4
Akshay Sevantilal Mehta Managing Director Member 4 4

> Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Companys 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 auditors independence and performance and effectiveness of 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 REMMUNERATION 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 Committee is in conformity with the provisions of the said Section.

> Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS

NUMBER OF MEETINGS

Held Attended
Milan C Dave Non-Executive & Independent Director Chairman 2 2
Vijaykumar B Patel Non-Executive & Independent Director Member 2 2
Meet Prafulchandra Mehta Non Executive Director Member 2 2

> 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 is formal part of the this Report.

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 REMARKS

NUMBER OF MEETINGS

Held Attended
Milan C. Dave Non-Executive & Independent Director Chairman 4 4
Vijaykumar B. Patel Non-Executive & Independent Director Member 4 4
Akshay Sevantilal Mehta Managing Director Member 4 4

> Details of Investors 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, 2020 are NIL.

14. AUDITORS

At the 08th AGM held on September 19, 2018 the Members approved appointment of M/s. Parth Shah and Associates, Chartered Accounts (FRN: 144251W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the AGM to be held in 2023-2024.

The Board has duly reviewed the Statutory Auditors Report of M/s. Parth Shah and Associates for the financial year ended on 31 March 2020 and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

15. AUDITORS REPORT

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.

16. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - A". The report is self-explanatory.

17. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed, external firm as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their 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. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

20. 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.

21. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE B .

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review company has been migrated from BSE SME platform to main Board.

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year and the date of Directors Report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future. The company is doing reasonable growth and development.

24. 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 Companys 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.

25. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public during the year.

26. 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.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Listing Obligation Disclosure Regulation (LODR), 2015 during the financial year ended March 31, 2020 are disclosed. Suitable disclosures as required under AS 18 have been made in the Financial Statement. It means there is no related party transaction.

28. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. However as per the provisions of Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employees particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

30. LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. Further, the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

31. PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

32. 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.

33. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores.

34. 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 pre-clearance for dealing in the Companys 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. The Board has appointed Mrs. Shalu Agrawal Singhania, Compliance officer under the code.

35. 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.

By order of Board of

Bhakti Gems and Jewellery Limited

S/d S/d
Date: 29.10.2020 Akshay S. Mehta Varshaben A. Mehta
Place: Ahmedabad Managing Director Executive Director
DIN:02986761 DIN: 02988112