BOARD OF 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

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:

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 re¬
appointment.

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 socio¬
economic 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

AUDITORSi. 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)