bhakti gems jewellery ltd Directors report

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 31^st 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 31^st March, 2023. Profit after tax is Rs. 7,963,604 in the financial year ended on 31^st 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 31^st 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. 30^th June, 2022, 5^th September 2022, 9^th November 2022, and 6^th 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 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 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 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, 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 Auditors 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 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.

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 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.

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 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.

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 Companys 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