To.
The Members,
Bhakti Gems and Jewellery Limited
Your Directors have pleasure in presenting their 15th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
The Financial performance of the Company for the year ended 31st March, 2025 is
summarized as follows:
(In Rs. In Lakhs)
| Particular |
Year Ended On 31st March, 2025 |
Year Ended On 31st March, 2024 |
| Income |
11308.22 |
10401.50 |
| Less: Expenditure |
11210.59 |
(10289.37) |
| Profit/(Loss) Before |
97.63 |
112.13 |
| Depreciation and Taxes |
|
|
| Less: Depreciation |
7.15 |
7.81 |
| Net |
90.48 |
104.32 |
| Profit/(Loss)Before Tax |
|
|
| Less: Provision for Tax |
- |
- |
| Less: Current Tax |
(22.00) |
(26.00) |
| Deferred Tax |
(0.61) |
(0.63) |
| Profit/(Loss) After Tax |
67.87 |
77.69 |
2. OPERATION AND REVIEW
Your Company posted a total income of Rs. 11308.22 Lakhs in the financial year ended on
31st March, 2025. Profit after tax is Rs. 67.87 Lakhs in the financial year ended on 31st
March, 2025 as against Rs. 10401.50 Lakhs and Rs. 77.69 Lakhs respectively in the previous
year.
Company is striving hard to achieve the better results and the assured progressive
growth in future.
3. BUSINESS DESCRIPTION:
We are integrated Manufacturer and Wholesaler of branded Jewellery & Ornaments. Our
portfolio of products includes Gold jewellery with or without studded precious and
semiprecious stones. Our Jewelleries and ornaments are designed keeping in mind the demand
for the Traditional, Modern & Indo-Western jewellery & ornaments in India. With
regional diversity of tastes and preferences, we have diverse portfolio of Ornaments and
Jewellery to suit the taste and preferences of one & all. Our gold & traditional
jewellery & ornaments are either made with kundan, gem stones, American diamonds etc
or just plain gold.
4. SHARE CAPITAL
During the year under review, the authorized and paid-up share capital of the Company
are as follows:
(A) AUTHORIZED CAPITAL:
The Authorised Capital of the Company is 15,04,00,000/- divided into 1,50,40,000 Equity
Shares of 10/- (Rupees Ten Only) each.
(B) ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
As on 31st March, 2025, the issued, subscribed and paid-up capital of the Company is
15,03,95,180/- divided into 1,50,39,518 Equity Shares of 10/- (Rupees Ten Only) each.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY
No change of business occurs during year under review.
6. REGISTERED OFFICE:
The registered office of the company is situated at FF/02, 413/1 Kalp Bhakti House, Nr
Narayan Society, B/h Axis Bank, C G Road, Ahmedabad Ashram Road P.O City Taluka Ahmedabad
GJ 380009 India.
7. DIVIDEND
The Board of Directors of your company has not recommended any dividend for the
financial year ended on 31st March, 2025, with a view to conserve the profit of the
company for investments in business operations.
8. 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 ("the Act") does not apply to the Company.
9. RESERVES
The amounts, as on the financial year ended of Reserves are Rs. 915.33 Lakhs.
10. CHANGE IN SHARE CAPITAL
There is no change in the Capital Structure of the Company.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary or joint ventures or associate companies.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of six members as on 31st March 2025, two of whom are Promoters and
Non-Independent Director and there are three Independent Directors.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial personnel of
the company are mentioned below as on this Report:
| Name of Directors/KMP |
Designation |
Date of Appointment/ Reappointment |
Date of Cessation |
| Mr. Akshay Sevantilal Mehta |
Managing Director |
01/12/2024 |
- |
| Mrs. Varshaben Akshay Mehta |
Non-Executive Non Independent Director |
15/10/2021 |
- |
| Mr. Meet Prafulchandra Mehta |
Whole Time Director |
01/12/2024 |
- |
| Mr. Prafulkumar Jayantilal Sheth |
Non-Executive Independent Director |
05/09/2022 |
- |
| Mr. Sanket Rajeshkumar Shah |
Chief Financial Officer |
24/07/2019 |
- |
| Ms. Ayushi Sahu |
Company Secretary |
01/04/2024 |
- |
| Mr. Jaimin Kanubhai Rami |
Non-Executive Independent Director |
23/04/2024 |
- |
| Mr. Manishkumar Sevantilal Zaveri |
Non-Executive Independent Director |
23/04/2024 |
- |
There is no other change in Board and Key Managerial Personnel of the company.
There has been no changes in the constitution of Board after the year ended 31st March,
2025.
None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164(2) of the Companies Act, 2013.
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 and 16(b) of the Listing Regulations from
Independent Directors confirming that they are not disqualified for continuing as an
Independent Director.
13. INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was
held to review the performance of Non-Independent Directors and Board as whole and
performance of Chairperson of the Company including assessment of quality, quantity and
timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company viz.
www.bhaktijewellery.com
14. RETIREMENT BY ROTATION
In accordance with the provisions of the Companies Act, 2013 Mr. Meet Prafulchandra
Mehta (DIN: 07542183), Whole time Director of the Company who is liable to retire by
rotation, being eligible for reappointment, offers herself for reappointment. Appropriate
resolutions for the re-appointment are being placed for your approval at the ensuing AGM.
15. MEETINGS OF BOARD
During the Financial Year under review, the Board of Directors of the Company met Eight
times i.e. 23rd April, 2024, 30th May, 2024, 20th June, 2024, 9th August, 2024, 4th
September, 2024, 14th November, 2024, 9th December, 2024 and 7th February, 2025.
16. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,
the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Various Committees.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is here by confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;
(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 at the end of the financial year and of
the profit/loss of the Company for that period;
(c) The directors have 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 ongoing concern basis; and
(e) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
ofallapplicablelawsandthatsuchsystemswereadequateandoperatingeffectively.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars as required under the provisions of Section 134(m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering nature of activities undertaken by the Company during the year under
review.
Further during the year under review, the Company has neither earned nor used any
foreign exchange. The details are annexed as ANNEXURE C with this report.
19. AUDITORS
1. STATUTORY AUDITOR
The Board of Directors of the Company at its Board Meeting held on 9th December, 2024,
approved the proposal to conduct a Postal Ballot by remote e-voting process for the
appointment of M/s. AKGVG & Associates, as the Statutory Auditors of the Company for
the financial year 2024-2025 to fill up the casual vacancy occurred by the resignation of
M/s. Aniket Goyal & Associates to hold office upto the conclusion of next Annual
General Meeting of the Company.
The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company.
The Auditor's Report for the year ended March 31, 2025 on the financial statements of
the Company is a part of this Annual Report. The notes on Financial Statements referred in
the Annual Report are self explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification, reservation or adverse remark.
2. COST AUDITOR
The Company is not require to appoint the Cost Auditor as 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.
3. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
for the year 2024-25 was undertaken by Ms. Sushmita Lunkad (SS Lunkad & Associates),
Practicing Company Secretary.
The Company has engaged the services of Ms. Sushmita Lunkad (SS Lunkad &
Associates) Practicing Company Secretary (CP No. 20418), Practicing Company Secretary and
Secretarial Auditor of the Company for providing this certification. The Secretarial Audit
Report do not contain any qualification, reservation or adverse remark. The Secretarial
Audit Report is annexed herewith and forming part of annual report as ANNEXURE -F.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has an Internal Audit Department with adequate
experience and expertise in internal controls, operating system and procedures. In
discharging their role and responsibilities, the department also engages external audit
firms, wherever deemed necessary.
The Internal Audit Department reviews the adequacy of internal control system in the
Company, its compliance with the operating systems and laid down policies and procedures.
Based on the report of internal audit function, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
21. VIGIL MECHANISM
The Company has established the vigil mechanism through Whistle Blower Policy for all
the stakeholders of the Company, which also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases as per the Policy. The details
of the Whistle Blower Policy is available on the website of the Company
i.e.www.bhaktijewellery.com.
22. NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel.
The Nomination and Remuneration Policy is placed on the website of the Company and is
annexed to this Report as Annexure A.
23. REMUNERATION OF DIRECTORS
The details are mentioned as disclosure of remuneration in ANNEXURE G.
24. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
25. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation,
2015, the Company has constituted a Business Risk Management Committee. At present the
Company has not identified any element of risk which may threaten the existence of the
Company.
26. EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Act 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 www.bhaktijewellery.com.
27. 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 end of the financial
year to which this Financial Statements relate and the date of this report.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
No significant and material order has been passed by any regulators or courts or
tribunals impacting the going concern status and company's operations in future. The
company is doing reasonable growth and development.
29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has adequate internal control systems in place. With a view to monitor the
Company's performance as well as to make sure that internal checks and controls are
operating properly, the company has appointed external firms of Chartered Accountant as
Internal auditor. The audit committee ensures that the internal control systems are
adequate and working effectively.
30. DEPOSITS
Your Company has neither invited nor accepted any fixed deposit from the public during
the year.
31. PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE
UNDER SECTION 186
The Company has not granted any loans, Investment made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the financial statement.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, contracts or arrangements entered into with the Related
Parties as defined under Section 188 of the Act were in ordinary course of business and on
arms' length basis. Details of transactions pursuant to Section 134(3)(h) of the Act and
Rule
8(2) of the Companies (Accounts) Rule, 2014 are annexed as Form AOC-2 herewith as per
"Annexure B". However, there are no materially significant Related Party
Transactions made by the Company with Promoters, Key Managerial Personnel or other
Designated Persons which may have potential conflict with interest of the Company at
large.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 shall not be applicable to the Company.
34. LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. Further, the
Company is regular in compliances of various clauses and regulations of the Listing
Agreement and/or LODR.
35. PARTICULARS REGARDING EMPLOYEES:
During the year under report, none of the employees was in receipt of remuneration
exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
36. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
under way. Your Company trusts on the promotion of talent internally through job rotation
and job enlargement.
37. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation,2015, Report on Corporate Governance is applicable on the Company. The Company
has obtained the required Certificate from Practicing Company Secretary.
In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on
Corporate Governance for the year ended March 31, 2025 has been prepared and annexed as
"Annexure D" to this Report. The Company's Secretarial Auditor has issued a
Certificate on
Corporate Governance, which is appended to the Corporate Governance Report.
38. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the code of conduct for prohibition of insider
trading, as approved and adopted by the Directors and designated Employees of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and design at employees while in
possession of unpublished price sensitive information during the period of Trading Window
Closure. The Board is responsible for implementation of the Code. All Board of Directors
and designated employees have confirmed compliance with the Code.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as Required under Regulation 34 and Schedule
V of the Listing Regulations, forms an integral part of this Report and provide
Company's current working and future outlook. The Management Discussion and Analysis
Report is annexed herewith as per "Annexure E".
40. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013
The Information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE
G.
41. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
42. WEBSITE
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website containing basic
information about the Company. The website of the Company is containing information like
Policies, Shareholding Pattern, Financial and information of the designated officials of
the Company who are responsible for assisting and handling investor grievances for the
benefit of all stakeholders of the Company etc.
43. GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014
and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year.
44. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
To foster a positive workplace environment free from harassment of any nature, the
Company have framed Prevention of Sexual Harassment Policy through which they address
complaints of sexual harassment at all workplaces of the Company. The policy assures
discretion and guarantees non-retaliation to complainants. The Company follows a
gender-neutral approach in handling complaints of sexual harassment and are compliant with
the law of the land where they operate.
Number of sexual harassment complaints received- Nil
Number of sexual harassment complaints Disposed-off during the year- Nil Number of
sexual harassment cases pending for a period exceeding ninety days- Nil
45. MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. Adequate facilities and support, including paid maternity leave
and nursing breaks, have been extended to eligible women employees during the financial
year. The Company remains committed to ensuring a safe, supportive, and inclusive
workplace for all its employees.
46. ACKNOWLEDGEMENTS
Your Directors place on record the gratitude for the continuing support of
Shareholders, Bankers, various government authorities, members and business associates for
their continued support and valuable co-operation.
| Place: Ahmedabad |
BY ORDER OF THE BOARD OF DIRECTORS, |
| Date: 05th September,2025 |
BHAKTI GEMS AND JEWELLERY LIMITED |
| Registered Office |
SD/- |
| FF/02, 413/1 Kalp Bhakti House, |
Akshay Sevantilal Mehta |
| Nr Narayan Society, B/h Axis Bank, |
Managing Director |
| C G Road, Ahmedabad Ashram Road |
[DIN: 02986761] |
| P.O City Taluka Ahmedabad GJ 380009 IN |
|
|