Your directors take pleasure in presenting their 20th Annual Report on the business and operations of the company together
with the audited financial statements for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31st March, 2025 and the previous financial year ended
31st March. 2024 is given below.
|
Particulars
|
31st March 2025
? in Lakhs
|
31st March 2024
? in Lakhs
|
|
Net Sales/Income from Business operations
|
3530.81
|
16762.79
|
|
Other Income
|
61.36
|
92.66
|
|
Total income
|
3592.17
|
16855.45
|
|
Less: Expense (Excluding depreciation)
|
3576.16
|
16829.10
|
|
Profit before Depreciation
|
16.01
|
26.35
|
|
Less: Depreciation
|
0
|
5.37
|
|
Profit before Exceptional & extra-ordinary items & Tax
|
16.01
|
20.98
|
|
Less: Exceptional Item
|
0
|
0
|
|
Add/Less: Extra Ordinary Items
|
0
|
0
|
|
Profit before Tax
|
16.01
|
20.98
|
|
Less: Deferred tax
|
0
|
-0.63
|
|
Less: Wealth tax
|
0
|
0
|
|
Less: Income tax
|
2.69
|
6.67
|
|
Less: Previous year adjustment of income tax
|
0
|
0
|
|
Net Profit/ (Loss) after Tax for the year
|
13.32
|
14.94
|
|
Dividend (including Interim if any and final)
|
|
|
|
Earnings per share (Basic)
|
0.43
|
0.48
|
|
Earnings per share (Diluted)
|
0.43
|
0.48
|
FINANCIAL PERFORMANCE
The performance of the company during last year was little bit disappointing, the net profit of the company after taxation
decreased to Rs. 13.32/- Lakhs as compared to Rs. 14.94/- Lakhs in the previous year (Net Profit decreased by appx. 11%),
while the turnover of the company has decreased to Rs. 3530.81/- Lakhs as compared to Rs. 16762.79/- Lakhs in the
previous year (Turnover decreased by appx. 79%). 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.
DIVIDEND
Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesn't 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 31st March, 2025.
TRANSFER TO RESERVES
There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to
utilize the profits towards the company’s activities, during the year under review the Board have not considered it
appropriate to transfer any amount to the general reserves.
DEPOSITS
The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013, refer
Note 4 unsecured loan accepted from its directors under sub rule 1 clause (C) sub clause (Viii) of rule 2 of Companies
(Acceptance of Deposits) Rules 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries, Joint Ventures and Associates as on the year ended 31st March, 2025.
COST AUDIT
The provision of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014
and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.
LISTING INFORMATION
The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2025-2026 have
been paid to BSESME (Bombay Stock Exchange).
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 Board’s Report as Annexure-4.
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 2024-25 as follows:
APPOINTMENT / CHANGE OF DIRECTOR
During the year, Mr. Balasubramanian Raman (DIN: 00410443), Managing Director of the Company liable to retire by
rotation has been re-appointed in 19th Annual General Meeting of the Company held on 27th September, 2024.
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) Mr. Balasubramanian Raman (Managing Director) is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for re-appointment,
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. 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 Company’s 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
|
27-05-2024
|
4
|
5
|
|
2
|
21-08-2024
|
4
|
4
|
|
3
|
14-11-2024
|
4
|
4
|
|
4
|
03-03-2025
|
4
|
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 TN 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
|
7
|
7
|
100
|
Yes
|
|
2
|
Nagalaxmi Balasubramanian
|
4
|
4
|
100
|
0
|
0
|
0
|
Yes
|
|
4
|
Giddu Janakiram Shivkumar
|
4
|
4
|
100
|
7
|
7
|
100
|
Yes
|
|
5
|
Umakant Kashinath Bijapur
|
4
|
4
|
100
|
7
|
7
|
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 Company’s 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 Company’s affairs and put forth their views to the Lead Independent Director. During the year under
review, the independent directors met on Dt. 14/01/2025 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.
• Recommendation of Independent Directors for Open offer to Public Shareholders.
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
Company's Nomination & Remuneration policy which includes the Director's appointment & remuneration and criteria for
determining qualifications, positive attributes, independence of the Director & other matters is attached as Annexure-3 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-5.
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, 2025, 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, 2024 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 27/09/2024, M/s. B.A. DESAI & ASSOCIATES, Chartered Accountants (FRN No.
113069W) 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 2025.
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
Auditor's 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 2024-25. The Secretarial
Audit Report as received from Mr. Vishal Dewang, Company Secretary in Practice is appended as Annexure-2 to this
Report.
CREDIT RATING OF SECURITIES
(a) credit rating obtained in respect of various securities: NA
(b) name of the credit rating agency; NA
(c) date on which the credit rating was obtained: NA
(d) revision in the credit rating: NA
(e) reasons provided by the rating agency for a downward revision, if any: NA
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.
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
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 except the
following;
A Share Purchase Agreement was executed between the erstwhile promoters of the Company i.e Mr. Balasubramanian
Raman, Mrs. Nagalaxmi Raman Balasubramanian, Mr. Gautam Ram Balasubramanian, Mrs. Rajalakshmi Gautam and the
Mr. Raj Kumar Agrawal, Mr. Parmeshwar Ojha on in respect of the shares held by the erstwhile promoters.
Subsequently, Open Offer made by Mr. Raj Kumar Agrawal (Acquirer l) and Mr. Parmeshwar Ojha (Acquirer 2) for
acquisition of up to 801,060 Offer Shares representing 26.00% of the Voting Share Capital from the Public Shareholders of
the Gautam Exim Limited.
During the year under review, the Open Offer under SEBI (SAST) Regulations, 2011 by the new Promoter was completed
and they have acquired the equity shares held by the promoters of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2024-25, there were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s 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
The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available on Company’s
website i.e. www.gautamexim.com for the kind perusal and information.
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection
Fund.
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 Company’s 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
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
are not applicable to the Company as none of the employees has received remuneration above the limits specified in the
rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial
year 2024-25.
HUMAN RESOURCE DEVELOPMENT
The Company is pleased to report that during the year under reporting, the industrial relations were cordial.
RISK MANAGEMENT
During the financial year under review, the company has identified and evaluated elements of business risk. Consequently,
a Business Risk Management framework is in place. The Risk management framework defines the risk management
approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and
reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend,
exposure, and potential impact analysis at a company level as also separately for business.
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 Rs. Nil
The foreign exchange outgo was Rs. 34,20,17,463/- (USD $ 40,01,272.89)
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to
sexual harassment.
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 2025.
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 information’s 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 KMP’s 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 one’s 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.
CAUTIONARY STATEMENT:
Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the
Company’s objectives, projections, estimates and expectations, may constitute “forward looking statements “within the
meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.
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 : 27/06/2025 Managing Director/CFO Whole Time Director
Place : Vapi Din : 00410443 Din : 00410495
| 