Gautam Gems Ltd Directors Report.

To, The Members,

Your Directors present the Annual Report and the Companys Audited Financial Statement for the financial year ended, 31st March, 2020.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous year figures is given hereunder:

Particulars 2019-2020 2018-2019
Income for the year 3,28,78,10,796 43,72,82,468
Operating & Administrative expenses 3,28,13,31,463 43,53,59,108
Profit before Financial Charges, 85,11,467 30,36,281
Depreciation and Taxation
Less: Depreciation 10,16,067 5,56,460
Net Profit/(loss) before tax 7495400 24,79,821
Less: Provision for tax 15,00,000 4,46,907
Deferred Tax 2,59,441 2,59,441
Net Profit/(Loss)after tax 5735959 17,73,473
EPS 1.04 0.32

OPERATION & REVIEW

Total Revenue from operation of the company is Rs. 3,28,17,03,790/- And the net Profit after tax is Rs. 57,35,959 / - For the Financial year 2019-20.

DIVIDEND

No Dividend was declared for the current financial year by the Company during the year under review.

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 do not apply.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr Name of Director/KMP Designation
1. Gautam Pravinchandra Sheth Managing Director
2. Nidhi Gautam Sheth Whole time Director
3. Kanchanben Pravinbhai Sheth Executive Director
4. Pravin Manilal Parekh Non-Executive Director
5. Prakash Nanalal Mehta Non-Executive Independent Director
6. #Harshit Hasmukhbhai Vadecha Non-Executive Independent Director
7. Sandip Vinodbhai Makwana Chief Financial Officer
8. Anilbhai Keshubhai Modhavadiya* Company Secretary

- Ms. Nidhi Gautam Sheth is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re- appointment.

# During the under review company has appointed Mr. Harshit Hasmukhbhai Vadecha as an Independent Director w.e.f. 30th May, 2019.

*The Board of directors of the company has appointed Mr. Anilbhai Keshubhai Modhavadiya as company secretary and compliance Officer w.e.f 1st July, 2019.

Further there was no change in the Board of Director of the Company except above changes.

DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 4 (Four) times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held Total Strength of the Board No of directors present
30-05-2019 6 6
02-09-2019 6 6
14-11-2019 6 6
28-01-2020 6 6

Attendance of Directors at Board Meetings and Annual General Meeting

Name Category of Directors

Attendance

Directorship

Committees Position

Board Last AGM in other Public Companies Chairman Member
Gautam Pravinchandra Sheth Managing Director 4 Yes 1 0 0
Nidhi Gautam Sheth Whole time Director 4 Yes 0 1 2
Kanchanben Pravinbhai Sheth Executive Director 4 Yes 0 0 0
Pravin Manilal Parekh Non-Executive Director 4 Yes 0 0 4
Prakash Nanalal Mehta Non-Executive Independent Director 4 Yes 0 3 1
Harshit Hasmukhbhai Vadecha Non-Executive Independent Director 4 Yes 0 0 3

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had 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;

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

(f) 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

(g) The company has complied with all the secretarial standard applicable to it.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

RISK MANAGEMENT

Business risk evaluation and management is ongoing process within the Company. The Assessment is periodically examined by the Board.

CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Company has not made any changes in the Capital Structure of the Company.

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 ends of the financial year to which this financial statements relate on the date of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9, is annexed herewith as "Annexure - A".

AUDITORS AND THEIR REPORT STATUTORY AUDITOR

The Company has appointed M/s. Parth Shah And Associates Chartered Accountant, Ahmedabad (FRN: 144251W) as a Statutory Auditor of the Company as per the Provision of Section 139 of Companies Act 2013 for the Period of Five Years till the 10th AGM to be held in 2023 with no further need for ratification at every Annual General Meeting to be held during the said period. 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 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.

COST AUDITOR

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.

SECRETARIAL AUDITOR

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

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 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.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

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

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) The details of technology imported: None b) The year of import: N.A c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A. e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review

AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

Audit Committee Constitution & Composition of Audit Committee: Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on 30.05.2019 and further amended as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Name Designation Category No. of Meetings held during the Period
Held Attended
Prakash N. Mehta Chairman Non-Executive- Independent Director 4 4
Pravin M. Parekh Member Non-Executive- Director 4 4
Mrs. Nidhi G. Sheth Member Wholetime Director 4 4
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 4 4

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.

Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The Nomination and Remuneration Committee comprises the following members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Prakash N. Mehta Chairman Non-Executive- Independent Director 2 2
Pravin M Parekh Member Non-Executive- Director 2 2
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 2 2

The Policy of nomination and Remuneration committee has been place on the website of the company at www.gautamgems.com and the salient features of the same has been disclosed under "Annexure C"

Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Companys equity shares)vide board resolution dated 30.05.2019.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category No. of Meetings held during the Period
Held Attended
Prakash N. Mehta Chairman Non-Executive- Independent Director 4 4
Mr. Harshit Hasmukhbhai Vadecha Member Non-Executive- Independent Director 4 4
Mrs. Nidhi G Sheth Member Executive Director 4 4

Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on November 27, 2017 in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

Name Designation Category No. of Meetings held during the Period
Held Attended
Nidhi G Sheth Chairman Wholetime Director 1 1
Pravin M Parekh Member Non Executive Director 1 1
Prakash N Mehta Member Non-Executive Independent Director 1 1
Kanchanben Pravinbhai Sheth Member Director 1 1

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per "Annexure D"

CORPORATE GOVERNANCE

Since the Companys Securities are not listed during the year under review, Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable to Our Company; hence Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS
DATE: 27-07-2020 S/d S/d
Gautam Pravinchandra Sheth Nidhi Gautam Sheth
(Managing Director) (Whole time Director)
(DIN: 06748854) (DIN:06748877)