goldiam international ltd share price Directors report


Dear Members,

The Board of Directors are pleased to present the Company?s 36th Annual Report on the business and operations of your Company ("the Company" or "Goldiam"), along with the audited financial statements (Standalone & Consolidated) for the F.Y. ended March 31, 2023.

FINANCIAL RESULTS

(Rs Lakhs)

Particulars Current Year 31.03.2023 Previous Year 31.03.2022
Sales for the year 30344.78 39072.81
Other Income 2760.81 2893.01
Total Income 33105.59 41965.82
Profit before Interest & finance charges, depreciation & taxation 7197.21 7369.80
Less: Interest & finance Charges 2.75 34.90
Operating profit before depreciation & taxation 7194.46 7334.90
Less: Depreciation, amortization & impairment of asset 213.94 234.28
Profit before Exceptional Items 6980.52 7100.62
Add: Exceptional Items - -
Profit before taxation 6980.52 7100.62
Current Tax & Prior Year 1330.00 1382.63
Deferred Tax Liability -37.06 -22.39
Profit after taxation 5687.58 5740.38
Total other Comprehensive Income 346.32 721.26
Total profit 6033.90 6461.64

Consolidated Performance

During the financial year ended March 31, 2023, your Company recorded a consolidated turnover of t53318.43 lakhs as compared to the turnover of t 68774.32 lakhs in the previous financial year ended March 31, 2022 thereby consolidated turnover decreased by 22.47% over previous year. The consolidated Profit before tax and exceptional items were t11746.75 lakhs as against t14862.67 lakhs of the previous year resulted in a decline of consolidated profit approximately by 20.96% over previous year. The consolidated Profit after tax stood at t8518.85 lakhs as compared to the profit of t 10595.81 lakhs in the previous year.

Standalone Performance

The Company has achieved a standalone turnover of t 30344.78 lakhs during the FY 2022-2023 as compared to t39072.81 lakhs during the previous year reflects a decline of 22.33% over the corresponding financial year ended March 31, 2022. The standalone profit after tax of the Company decreased by 0.92% from t 5740.38 lakhs to t5687.58 lakhs in the current year.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind AS Financials for the year ended March 31, 2023 along with comparable as on March 31,2022.

FINANCE

Cash and cash equivalent as at March 31, 2023 was 5168.74 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Ind AS. The audited consolidated financial statements together with Auditors? Report form part of the Annual Report.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

In line with the Dividend Distribution Policy of the Company and based on the Company?s performance, the Directors have declared 1st interim dividends of 100% (t 2/- per share) involving a cash outflow of t2179.49 crore during the year.

In addition to the above, on May 20, 2023 and July 5, 2023, the Board of Directors and shareholders respectively approved the buyback up to 21,79,493 equity shares of t 2 each (being 2% of the total number of equity shares in the paid-up equity capital of our Company) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of t150 per equity share for an aggregate amount not exceeding t3269.24 lakhs, in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder.

The shareholders? payout with respect to 1st interim dividend and buyback including tax on buyback (excluding transaction costs, other incidental and related expenses) aggregated to t6200.00 lakhs, resulting in a payout of 109.00 percent of the standalone profit after tax of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company?s website at http://goldiam.com/pdf/gil- policies/Dividend Distribution Policv.pdf.

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of profits to Reserves.

SHARE CAPITAL

The paid-up equity share capital as on March 31,2023 was ^2179.4923 lakhs.

As on March 31,2023, following Executive, Non-Executive and Independent Directors of the Company holds equity shares in the Company as per details given below:

Sr. No. Name of Director No. of shares held
1. Mr. Rashesh M. Bhansali (Executive Chairman) 4,92,37,105
2. Mr. Anmol Rashesh Bhansali (Whole Time Director) 1,77,25,355

STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the declaration date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred ^16,73,443/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend 2014-15 and Interim dividend 2015-16, during the Financial year 2022-2023, to the IEPF.

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (‘IEPF Account?) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company has transferred 26,040 equity shares on which the dividend remained unpaid or unclaimed for seven consecutive years to the demat account of IEPF Authority, after following the prescribed procedure.

UNCLAIMED SHARES

As on March 31,2023, the Company has 48,500 unclaimed equity shares of ?2/- each belonging to 44 investors, further the Company is holding the aforesaid shares in a Demat "Unclaimed Suspense Account" opened with Stock Holding Corporation of India Ltd. on behalf of the shareholders.

DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance with Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees given and Investments made during the year as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 have been disclosed in the financial statements.

REVIEW OF SUBSIDIARIES

Your Company has four Subsidiaries Company. Financials of the Subsidiaries Company are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries Company is annexed to this Annual Report pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder in prescribed From AOC-3A and hence not repeated here for the sake of brevity.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 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 the link: http://goldiam.com/pdf/annual-return/MGT-7-

GIL-31-3-2023.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,2023:

Mr. Rashesh Manhar Bhansali: Executive Chairman *Mr. Anmol Rashesh Bhansali: Whole-time Director

Mr. Pankaj Parkhiya: Company Secretary & Compliance Officer

Mrs. Darshana Faldu- Chief Financial Officer

*The designation of Mr. Anmol Rashesh Bhansali (DIN 07931599), will change from ‘Whole Time Director? to ‘Managing Director? with effect from August 9, 2023.

Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders? Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Anmol Rashesh Bhansali (DIN 07931599), Whole Time Director/ Managing Director of the Company at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and the Board recommends his reappointment.

DIRECTORS? RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c ) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March 2023 and confirm as under -

(i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the directors have selected such accounting policies and applied them consistently, except for the change in accounting policies stated in notes to the accounts and 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 on March 31,2023 and of the statement of profit and loss and cash flow of the Company for the period ended March 31,2023;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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) proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETING OF THE BOARD

During the year four Board meetings were held, the details of which are given in the Corporate Governance Report.

INDEPENDENT DIRECTORS DECLARATION

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his/her status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA") pursuant to Companies Act and rules made thereunder.

ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, THE CHAIRMAN AND INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS

In compliance with the Sections 134 and 178 of the Companies Act read with Regulations 17 and 19 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

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 SEBI Listing Regulations.

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

The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and Remuneration of Directors and Senior Management Employees. The Nomination and Remuneration Policy of the Company was modified by the Board of Directors at its meeting held on February 13, 2019 in light of the Amendment Regulations. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The said Policy also lay down criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report and is also uploaded on the Company?s website www. goldiam.com (web link: http://goldiam.com/pdf/gil-policies/ Nomination-and-Remuneration-Policy.pdf )

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Jewellery industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the directors on the roles, responsibilities, rights and duties under the act and other statutes.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company?s procedures and practices. Updates on relevant statutory changes and important laws are also given in the meetings.

The details of familiarization program for Directors are posted on the Company?s website http://goldiam. com/pdf/board-of-directors/Familiarisation%20 Programme-10-2-23.pdf.

STATUTORY INFORMATION

Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Directors? Report for the year ended March 31, 2023 is given in Annexure B.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm?s length basis, in the ordinary course of business and are in compliance with applicable provisions of the Companies Act, 2013 and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2, in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company?s financial statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company?s website: http:// goldiam.com/pdf/gil-policies/Policy-on-Related-Party- Transaction-GIL-30-3-22.pdf None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Details of contracts or arrangements or transactions not at arm?s length basis: Nil

Details of material contracts or arrangement or transactions at arm?s length basis: NA

AUDITORS

i. AUDITORS AND THEIR REPORT

At the thirty-fifth AGM held on September 28, 2022, the Members approved the appointment of Pulindra Patel & Co, Chartered Accountants (Firm Registration No. 111777W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the fortieth AGM to be held in the year 2027.

The statutory auditor?s report issued by the Statutory Auditors on the financial statement for the financial year ended March 31, 2023 do not contain any qualification, reservation or adverse remark or disclaimer and is part of the Annual Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. R.N. Shah & Associates, a firm of Company Secretaries in Practice (C.P.No.700) to carry out Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report in Form No MR-3 forms part of this Report as Annexure C. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from the Secretarial Auditor of the Company, an Annual Secretarial Compliance Report.

The secretarial Audit Report contains following qualification/reservation /adverse remark as follows:

The Company has defaulted in complying Regulation 13(3) of SEBI (LODR) Regulations, 2015 i.e Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances for the quarter ended 31st December, 2022. Due to which bSe India Ltd. has prescribed fine of ^1,000/- per day till the date of compliance which is accumulated to ? 22,000/- for default of 22 days. It is further reported that the Company has duly paid the fine for non-compliance.

Management?s Response:

The Company inadvertently failed to file the Investors Complaints Report in XBRL format on BSE portal, however the same was filed with NSE.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report in Form No MR-3 of material unlisted subsidiaries of the Company incorporated in India forming part of this Directors? Report for the year ended March 31,2023 is given in Annexure D.

iii. INTERNAL AUDITOR

M/s.J.H. Shah & Associates, Chartered Accountants are our Internal Auditors. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of amendment to Regulation 34 (2) (f) as notified by SEBI (LODR) (Second Amendment) Regulations, 2021 dated May 05, 2021, SEBI has mandated the new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the same, the BRSR for FY 2022-23 is attached in the format prescribed as Annexure E and forms as part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company?s operations.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management and Audit Committee from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of ?105 lakhs towards CSR activities, the Company has undertaken projects in the area of animal welfare and promoting preventive health care in accordance with Schedule VII of the Companies Act, 2013 with the help of other registered trusts namely "Shree Sumati Jeev Raksha Kendra undertaking "Jeevdaya" project in the area of Animal Welfare and "Tata Memorial Centre" undertaking "promoting preventive health care" projects.

The content of CSR policy of the Company and detailed report on CSR activities including amount spent is given in Annexure G.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year:

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. Further the your Board is in believe that the employees should be able to raise complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information etc. free of any discrimination, retaliation or harassment, for which the Board has established a Whistle Blower Policy, which encouraged the employees to report their genuine concerns and questionable accounting practices to Mr.Ajay M. Khatlawala, Chairman of Audit Committee through email or by correspondence through post. Further details are available on the company?s website www.goldiam.com.

OTHER DISCLOSURES:

Following other disclosures are made:

o During the year under review, no securities (including sweat equity shares and ESOP) were issued to the employees of the Company under any scheme.

o No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company?s operations in the future.

o During the year under review, there were no changes in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2023 and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations, the Management?s discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders-shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from M/s. Jigar Darji & Associates, Company Secretaries confirming compliance, is annexed and forms an integral part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company?s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
Rashesh M. Bhansali
Place: Mumbai Executive Chairman
Dated: August 8, 2023 (DIN 00057931)