Veeram Securities 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:

(Amount in Rs.)

Particulars 2019-2020 2018-2019
Income for the year 210240141 157440840
Operating & Administrative expenses 196311866 153268075
Profit before Financial Charges, Depreciation and Taxation 14551731 5045605
Less: Depreciation 623456 872840
Net Profit/(loss) before tax 13928275 4172765
Less: Provision for tax 30,00,000 1109900
Deferred Tax -- 2703
Net Profit/(Loss)after tax 10928275 3060162
EPS 2.55 0.71

OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2020 and Statement of Profit & Loss together with Notes forming part thereto ("Financial Statement") for the year ended on 31st March, 2020 and Report of the Board of Directors and Auditors thereon. Total Revenue from operation of the company is Rs. 19,95,81,256/- And the net Profit after tax is Rs. 1,09,28,275 /- 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 no. Designation
1. Satish Vadilal Sheth Independent director
2. #Mahendra Ramniklal Shah Chief Financial Officer
3. Mahendra Ramniklal Shah Managing Director
4. Rakshit Mahendra Shah Director
5. Pinal Rakshitbhai Shah Director
6. Rajeshbhai Shah Independent director
7. *Priti Jain Company Secretary

- Mr Rakshit Shah 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. Mahendra Ramniklal Shah as Chief Financial Officer w.e.f. 25th April, 2019.

*The Board of directors of the company has appointed Ms. Priti Jain as company secretary and compliance Officer w.e.f 25th April, 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 5 5
02-09-2019 5 5
14-11-2019 5 5
26-02-2020 5 5

Attendance of Directors at Board Meetings and Annual General Meeting

Name

Category of Directors

Attendance

Directorship in other Public Companies

Board Last AGM
Satish Vadilal Sheth Independent director 4 Yes 4
Mahendra Ramniklal Shah Managing director 4 Yes 1
Rakshit Mahendra Shah Director 4 Yes 0
Pinal Rakshitbhai Shah Director 4 Yes 0
Rajeshbhai Shah Independent director 4 Yes 0

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

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. PARTH SHAH AND ASSOCIATES (FRN:144251W), Chartered Accountants, the Statutory Auditors of the Company have been appointed in the annual General Meeting held on 29th September, 2018 for a term of 5 years 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. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members. 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 transact ions 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 29th July,2016 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
Rajesh Shantilal Shah Chairman Non-Executive- Independent Director 4 4
Satish Vadilal Sheth Member Non-Executive- Independent Director 4 4
Pinal R Shah Member Non-Executive- Director 4 4
Rakshit M shah Member Non Executive Director 4 4

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal business conduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy which is 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 by its employees against any kind of discrimination harassment victimization or any other unfair 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
Rajesh Shantilal Shah Chairman Non-Executive - Independent Director 1 1
Satish Vadilal Sheth Member Non-Executive - Independent Director 1 1
Pinal R Shah Member Non-Executive- Director 1 1

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 29th July, 2016.

The constituted Stakeholders Relationship Committee comprises the following members:

Name

Designation

Category

No. of Meetings held during the Period

Held Attended
Rajesh Shantilal Shah Chairman Non-Executive- Independent Director 1 1
Satish Vadilal Sheth Member Non-Executive- Independent Director 1 1
Pinal R Shah Member Non-Executive- Director 1 1

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 31st July, 2018 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
Pinal R Shah Chairman Non-Executive- Director 1 1
Satish Vadilal Sheth Member Non-Executive - Independent Director 1 1
Rajesh Shantilal Shah Member Non-Executive - Independent 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 DATE: 07-12-2020

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S/d S/d
Mahendra Ramniklal Shah Rakshit Mahendra Shah
Managing Director Director
(DIN: 03144827) (DIN: 03461560)