As on: May 13, 2025 12:06 PM
To,
The Members,
Gemstone Investments Limited
The Directors have pleasure in submitting the 30th Board's Report, along with the Balance Sheet, Profit and Loss Account and Cash Flow Statements on the business and operations of the Company for the financial year ended 31st March 2024.
FINANCIAL AND OPERATIONAL HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures for previous year are as follows:
(Amlin Rs.)
REVIEW OF OPERATIONS
The Company reported gross annual revenue of Rs. 2,10,52,269/- viz-a-viz Rs. 1,18,84,131/- in the previous year. Whereas the Profit after Tax stood at Rs. 35,16,816/- viz-a-viz Rs. 22,97,332/- in the previous year. The Earnings per share for the year ended 31st March 2024 stood at to Rs. 0.047 per share as against Rs. 0.031 per share in the previous year.
Your company is a Non-Banking finance Company registered with the Reserve Bank of India.
DIVIDEND
To conserve the funds for operations of the Company, the Board does not recommend any dividend for this financial year.
TRANSFER TO RESERVE
The company has transferred Rs. 7,03,363/- profits to the Statutory Reserves during FY 2023- 24 and Rs. 4,59,466/- during FY 2022-23.
SHARE CAPITAL
Authorised Share Capital
The Authorised Share Capital of the Company as at 31st March, 2024 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 10,00,00,000 Equity Shares of Re. 1/- each.
Issued & Subscribed Share Capital
The paid-up Equity Share Capital as at 31 March, 2024 stood at Rs. 7,47,50,000/- (Rupees Seven Crore Forty-Seven Lakh Fifty Thousand only) divided into 7,47,50,000 Equity Shares of Re. 1/- each.
DISCLOSURES REGARDING
a. Changes in Share Capital
There was no change in the structure of the share capital of the Company during the financial year under review.
b. Issue of Equity Shares with differential rights
The Company has not made any issue of equity shares with Differential Rights under the provision of section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 during the Financial Year under review.
c. Issue of Employee Stock Options
The Company has not made any issue of equity shares via Employee Stock Options during the year under review.
d. Issue of Sweat Equity Shares
The Company has not made any issue of equity shares under the provision of Section 54, read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 during the financial tear under review.
e. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.
TRANFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provision of the Act read with the IEPF Rules, dividends that are unpaid or unclaimed for a period of Seven consecutive years from the date of their transfer to Unpaid Account are required to be transferred by the Company to the IEPF, administered by the Central Government.
Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
In line with the above provision, there are no unpaid dividend which has to be transferred to the IEPF.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public deposit outstanding as at the beginning or end of the year ended on 31st March 2024.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES
Your Company does not have any subsidiary, associates or joint venture as on the financial year 31st March, 2024.
In terms of Section 129 of the Companies Act, 2013 read with third proviso to Rule 5 of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of Associate Company in form AOC-1 is enclosed as "Annexure - 1" which forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The management of your Company has a healthy mix of youth and experienced individuals with a very strong Board of Directors to guide the business
CHANGES IN DIRECTORS AND KMPs:
a. Mr. Sudhakar Gandhi was appointed as Managing Director of the company w.e.f. July 06, 2023 and regularized in the Annual General Meeting held on September 29, 2023.
b. Ms. Dhara Brahmbhatt resigned as Managing Director of the company w.e.f. July 05, 2023.
c. Mrs. Kirti Vekaria was appointed as Chairman and Additional Executive Director of the company w.e.f. August 08, 2023 and regularized in the Annual General Meeting held on September 29, 2023.
d. Ms. Manali Bhuva resigned as Chairman and Executive Director of the company w.e.f. August 08, 2023.
e. Mr. Roshan Mayani was appointed as an Additional Non-Executive Independent Director of the company w.e.f. September 04, 2023 and regularized in the Annual General Meeting held on September 29, 2023.
f. Mr. Tarun Brahmbhatt was reappointed as a Non-Executive - Non Independent Director in the Annual General Meeting held on September 29, 2023 and subsequently resigned on May 08, 2024.
g. Mr. Santosh Dwivedi was appointed as Non-Executive Non-Independent Director of the company w.e.f. May 08, 2024.
PROMOTER RECLASSIFICATION
On March 18, 2024, Mr. Nimesh Ganatra, a promoter of the company, requested the reclassification of his shareholding to the non-promoter category. He holds 8,000 equity shares, representing 0.01% of the company's equity, and has confirmed that he no longer has any control over the company's management or affairs.
Following this request, the Board of Directors approved the reclassification during their meeting on April 3, 2024. Subsequently, the company obtained shareholder approval for this reclassification through an ordinary resolution passed via a postal ballot on June 14, 2024.
To complete the process, the company has filed an application with BSE Limited under Regulation 31A of the SEBI (LODR) Regulations, 2015, and is currently awaiting their response.
RETIREMENT BY ROTATION
In accordance with the provisions of the Companies Act, 2013, Mrs. Kirti Vekaria (DIN: 10263433) liable to retire by rotation at this Annual General Meeting and being eligible, has offered herself for re-appointment. Her re- appointment is being placed for your approval at the AGM. Your directors recommend her re-appointment. The resolution for her said re-appointment forms a part of the notice to the Annual General Meeting.
NUMBER OF BOARD MEETINGS
During the Financial Year under review, the Board met seven (7) times during the financial year 2023-24 viz, May 29, 2023, July 06, 2023, August 08, 2023, August 11, 2023, September 04, 2023, November 03, 2023, February 09, 2024. The gap between any two meetings was not more than 120 days. The details regarding the dates of the meetings with the names of the directors who attended the meetings are as follows:
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force).
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee.
The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time b time.
A brief of the Policy on appointment and remuneration of Directors, KMP and Senior Management is uploaded on the Company's website www.gemstoneltd.com.
PERFORMANCE EVALUATION OF DIRECTORS
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 the corporate governance requirements as prescribed by SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:
i. In the presentation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. We 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 as at 31st March 2024 and of the profit and loss of the Company for the financial year ended on that date;
iii. Proper and sufficient care had been taken 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;
iv. The annual accounts have been prepared on a going concern basis;
v. Internal financial controls have been laid down and the same are adequate and were operating effectively and
vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF THE BOARD
The Company has duly constituted the Committees required under the Companies Act, 2013, read with applicable rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committees of the Board formed are as under:
i. Audit Committee
ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee
iv. Risk Management Committee
CORPORATE GOVERNANCE
The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The report on the Corporate Governance as stipulated in regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed with this Report as Annexure - 5.
VIGIL MECHANISM
Your Company has a Whistle Blower Policy for the employee to report genuine concerns/grievances. This Policy is uploaded on the Company's website www.gemstoneltd.com .ThePolicy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
AUDITORS AND THEIR REPORTS
• Statutory Auditor
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Rishi Sekhri and Associates, Chartered Accountants appointed in the 27th Annual General Meeting held on 30th September 2021 as Statutory Auditors of the Company for a period of 5 (five) years till the conclusion of the 32nd Annual General Meeting to be held in the year 2026.
The Auditors' Report issued by M/s. Rishi Sekhri and Associates does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments or require any explanations.
• Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31st March 2024 was carried out by the Secretarial Auditors, M/s. Prachi Bansal & Associates, (C.P. No. 23670), Company Secretaries. The Secretarial Compliance Report and Secretarial Audit Report for FY 2023-24 is annexed herewith marked as "Annexure - 3" to this Report.
The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.
• Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. KSGC & Associates as an Internal Auditor of the Company. To maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthens controls.
• Cost Auditor
As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.
REPORTING OF FRAUDS BY AUDITOR
During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website. The Policy intends to ensure proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The disclosure regarding related party transactions is annexed herewith as "Annexure - 2".
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Pursuant to Section 186(11) of the Companies Act, 2013, disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business, as required under the provisions of Section 186(4) of the Act, are exempted.
The details of investments made form part of the notes to financial statements.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures tobe followed and disclosures to be made by insiders while trading in the securities of the Company. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company's shares.
The policy is uploaded on the Company's website and can be viewed at www.gemstoneltd.com
RISK MANAGEMENT
Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company's risk management. The Company has a robust organisational structure for managing and reporting on risks.
Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan. The Committee is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. This Policy is also uploaded on the Company's website www.gemstoneltd.com. The Risk Management Framework has been periodically reviewed to keep updated and address emerging challenges.
INTERNAL FINANCIAL CONTROLS
The Board of Directors of the Company is responsible for ensuring that Internal Financial Control have been laid down in the Company and that such control are adequate and operating effectively. The foundation of Internal Financial Control (IFC) lies in Gemstone's Code of Conduct, policies and procedures adopted by the Management, Corporate Strategies, annual business planning process, management reviews, management system certifications and the risk management framework.
The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operation information, complying with applicable laws, safeguarding with proper authorization and ensuing compliance with corporate policies.
The controls, based on the prevailing business conditions and processes have been tested during the year and certain aspect in the design or effectiveness which were observed by the auditor, would be taken care by the Board.
The Internal Audit team monitors and evaluates the efficiency and adequacy of internal controls systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective actions(s) thereon are presented to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report & attached as "Annexure - 4" and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in "Annexure -6" to this report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral.
During the year under the review no complaints with allegations of sexual harassment was received by the Company.
DISCLOSURE OF PENDING CASES / INSTANCES OF NON-COMPLIANCE
There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.
INVESTOR RELATIONS (IR)
Your Company continuously strives for excellence in its investor relations. Your Company believes in building a relationship of mutual understanding with Investors. Your company ensures that critical information about the
Company is available to all the Investors by uploading all such information on the Company's website.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Company carries out the business of a Non-Banking Finance Company. Thus, the particulars regarding conservation of energy & technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.
There were no foreign exchange earnings or outgo during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company as on March 31, 2023 in form MGT - 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as " Annexure - 7"to this Report.
HUMAN RESOURCES
Your Company's vision is to become an employer of choice by providing a compelling employee value proposition. It strives to attract the best talent and ensures employees' development, retention and contribution to the Company's success. The HR policies and practices are focused on creating Happy, Engaged and Productive workforce. It intends to continue investing in leadership development, employee engagement, training and employee assistance programs, etc.
OTHER DISCLOSURES
a. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report;
b. During the year under review, the Company has not accepted any deposit within the meaningof Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;
c. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their support in future as well.
Your Directors take this opportunity to thank the shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Government, Regulatory Authorities, Stock Exchange, Vendors and Investors for their continued support during the year.
It will be your Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.