Gautam Exim Ltd Directors Report.

To,

Dear Members,

Your Directors take pleasure in presenting their 16th Annual Report on the business and operations of the company together with the audited financial statements for the Financial Year ended 31st March, 2021.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2021 and the previous financial year ended 31st March, 2020 is given below

Particulars 31st March 2021 31st March 2020
Net Sales/Income from Business operations 2476573982 350,79,32,103
Other Income 28106987 2,30,28,378
Total income 2504680969 353,09,60,481
Less: Expense(Excluding depreciation) 2495228510 352,12,96,458
Profit before Depreciation 9452459 96,64,023
Less: Depreciation 792496 7,52,903
Profit before Exceptional & extra-ordinary items & Tax 8659963 89,11,120
Less: Exceptional Item 0 0
Add/Less: Extra Ordinary Items 0 0
Profit before Tax 8659963 89,11,120
Less: Deferred tax -96851 -68,417
Less: Wealth tax 0 0
Less: Income tax 2169669 22,68,804
Less: Previous year adjustment of income tax 0 0
Net Profit/ (Loss) after Tax for the year 6587145 67,10,733
Dividend(including Interim if any and final)
Earnings per share(Basic) 2.14 2.18
Earnings per share(Diluted) 2.14 2.18

FINANCIAL PERFORMANCE

The performance of the company is note-worthy. The net profit of the company after taxation has decreased to Rs. 65,87,145/- as compared to Rs. 67,10,733/- in the previous year (Net Profit Decreased by 1.88%), while the turnover of the company has decreased to Rs. 2,47,65,73,982 /- as compared to Rs. 3,50,79,32,103/- in the previous year (Turnover decreased by 41.64%). Management of the company is striving hard by making more sincere efforts for better growth and prospects of the company in the future and to yield better returns for the members of the company.

COVID-19 IMPACT

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across the country affected business operations. COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concerted effort to flatten the outbreak curve. However, towards later part of the year consequent to significant opening of the economic activity across the nation the demand picked up compared to that during the initial period of Covid-19.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesnt declared dividends as the company is at growing stage and requires funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31" March, 2021.

TRANSFER TO RESERVES

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

DEPOSITS

Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for repayment.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has no Subsidiaries, Joint Ventures and Associates as on the year ended 31st March, 2021.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The operations of the company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boards Report as Annexure-5.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INDEPENDENT DIRECTORS

The Board of Directors of the Company informs the shareholders of the Company about the changes in the composition of the Board of Directors of the company during the Financial Year 2020-21 as follows:

APPOINTMENT / CHANGE OF DIRECTOR

Mr. Manishkumar Bansnarayan Ray, (DIN: 03512320), Whole-time Director of the Company liable to retire by rotation has been re-appointed in 15th Annual General Meeting of the Company held on 26th September, 2020.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mrs. Nagalaxmi Balasubramanian (Whole time Director) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for reappointment, Accordingly, requisite resolution shall form part of the Notice convening the AGM.

COMPOSITION OF BOARD OF DIRECTORS

The composition and category of Directors is as follows:

Name of Directors Category DIN
Mr. Balasubramanian Raman Promoter & CFO/Managing Director 00410443
Mrs. Nagalaxmi Balasubramanian Promoter & Whole time Director 00410495
Mr. Manishkumar Bansnarayan Ray Whole time Director 03512320
Mr. Shivkumar Janakiram Giddu Independent Director (Non-Executive) 05213072
Mr. Umakant Kashinath Bijapur Independent Director (Non-Executive) 07269181

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met Four times and board meetings were held on the following dates as mentioned in the table:

SN Date of Meeting Board Strength Directors Present
1 25/06/2020 5 5
2 29/08/2020 5 5
3 11/11/2020 5 4
4 09/02/2021 5 4

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN Name of Director Board Meeting Committee Meeting AGM
No of Meeting held No of Meeting attended % No of Meeting held No of Meeting attended %
1 Balasubramanian Raman 4 4 100 6 6 100 Yes
2 Nagalaxmi Balasubramanian Raman 4 4 100 0 0 0 Yes
3 Manishkumar Bansnarayan Ray 4 2 50 0 0 0 Yes
4 Giddu Janakiram Shivkumar 4 4 100 6 6 100 Yes
5 Umakant Kashinath Bijapur 4 4 100 6 6 100 Yes

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors met at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director. During the year under review, the independent directors met on 09/02/2021 inter alia, to discuss:

Evaluation of the performance of Non independent Directors and the Board of Directors as a whole.

Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non- Executive directors.

Evaluation of the quality, content and timeliness of flow of information between the management and the board that is necessary for the board to effectively and reasonably its duties.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors. The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is attached as Annexure-4 to this Report and the same is also available on the website www.gautamexim.com.

COMMITTEES OF THE BOARD

The Board of Directors has constituted three Committees, viz.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-6.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; 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 as at March 31, 2021 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care 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; d) The Directors have prepared the annual accounts on a ‘going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS OF THE COMPANY

STATUTORY AUDITORS

At the Annual General Meeting held on 28/09/2019, M/s. C. D. KHAKHKHAR & CO., Chartered Accountants (FRN No. 141767W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2024.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishal Dewang of Prop. of Vishal Dewang and Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2020-21. The Secretarial Audit Report as received from Mr. Vishal Dewang, Company Secretary in Practice is appended as Annexure-3 to this Report.

COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. C D Khakhar & Co., Statutory Auditors in their Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the CSR expenditure and Composition of the Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY COVID-19: The beginning of 2020 has witnessed the global spread of COVID-19, i.e. coronavirus. Global threat from COVID-19 is continuing to grow, and at a rapidly accelerating rate. The COVID-19 pandemic is an evolving human tragedy declared a global pandemic by the World Health Organisation with adverse impact on economy and business. For the company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally. In order to ensure smooth functioning, work from home facility was extended to many of the employees of the company. Although there were uncertainties due to the pandemic in the First quarter of FY 2021, inherent resilience of the business model will position the company well to navigate the challenges ahead. But then also the Covid-19 will impact the finances of the company and its impact can be ascertained only after lifting of lockdown and life coming to stable position.

Apart from above there have been no material changes and commitments 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 this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2020-21, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2021 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014, is annexed herewith as Annexure-2 which forms part of this report.

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available on Companys website i.e. www.gautamexim.com for the kind perusal and information.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, no loans or guarantees have been given to any person or body corporate directly or indirectly and no investments have been made by the Company under Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The note for related party transactions –Particulars of transactions with related parties pursuant to Section 134 of the Act read with Rule of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure-1. 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. All Related Party Transactions were placed before the Audit Committee and the Board for approval. A policy on the related party Transitions was framed approved by the Board and posted on the Companys website www.gautamexim.com. However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

VIGIL MECHANISM & WHISTLE BLOWER

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. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.gautamexim.com

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

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. However, the Company is using electricity in office and regular steps have been taken to improve energy consumption. Further, during the year, your Company has not made any capital investment on energy conservation equipment. Your Company is using electricity as source of energy only.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign exchange earnings was- Nil

The foreign exchange outgo was Rs. 194,39,25,332/- (USD $ 2,81,23,894.80)

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has a duly constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading. INVESTOR GRIEVANCE REDRESSAL During the financial year under review, there were no pending complaints or share transfer cases as on 31st March 2021.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. The policy of the company for the access is available on the website i.e. www.gautamexim.com.

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company policy of the company relating to that is available for the access at the website i.e. www.gautamexim.com.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website i.e. www.gautamexim.com.

DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

From the point of Listed entity, investors are expecting more and more information from the company, so under this policy the management of the company determines the material events of the company and disclose them for their investors. Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.gautamexim.com.

INSIDER TRADING

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including all employees. The policy relating to this is available on the website of the company. This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company, policy related to this available at www.gautamexim.com.

NOMINATION AND REMUNERATION

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Policy relating to the nomination and remuneration of the company is available on the website www.gautamexim.com.

PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act, policy relating to that for the safe keeping of the documents is available on website www.gautamexim.com.

RELATED PARTY TRANSACTIONS

The Objective of the Policy is to set out: (a) The materiality thresholds for related party transactions; and (b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website www.gautamexim.com.

RISK ASSESSMENT AND MANAGEMENT

Risk is the part of the every ones life, while running any business there are many kind of risk is involved to minims the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available in the website www.gautamexim.com.

SECRETARIAL STANDARDS

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

WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices this procedure is adopted by the company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy relating to this is available at the website www.gautamexim.com.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central

& State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company. By order of the Board of Board of Director

Balasubramanian Raman Nagalaxmi Balasubramanian
Date : 15/07/2021 Managing Director/CFO Whole Time Director
Place : Vapi Din : 00410443 Din : 00410495