To
The Members of
Gujarat Inject Kerala Limited
Your Directors take pleasure in presenting their report on the business and operations
of your Company along with Audited Financial Statements for the year ended on March 31,
2024.
Financial Performance
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from Operations |
5,78,834.77 |
17,376.62 |
| Other Income |
6,064.31 |
43,254.10 |
| Total Income |
5,84,919.08 |
60,630.72 |
| Operating Expenditure before Finance Cost, Depreciation and Amortization |
5,74,348.32 |
55,076.67 |
| Earnings before Finance Cost, Depreciation and Amortization |
10,570.76 |
5,554.05 |
| Less: Finance Cost |
44.47 |
5.01 |
| Depreciation and Amortization Expenses |
0.00 |
0.00 |
| Profit/(Loss) before Tax |
10,526.29 |
5,549.04 |
| Less: Tax Expense |
2,250.00 |
1,444.40 |
| Profit/(Loss) after Tax (PAT) |
8,276.29 |
4,104.64 |
Review of Performance
In the financial year 2023-24, the Company earned Rs. 5,78,834.77 Hundreds from revenue
from operations compared to Rs. 17,376.62 Hundreds to that of previous financial year
2022-23. The Company has earned profit after tax of Rs. 8,276.29 Hundreds during the
financial year 2023-24 as compared to profit of Rs. 4,104.64 Hundreds in the financial
year 2022-23.
The Board of Directors expects a growth in the Revenue from Operations and ultimately
an increase in the Net Profit over the upcoming Financial Years.
Dividend & Reserves
Your Directors regret to recommend any dividend for the year 2023-24 (previous year
Nil).
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the Balance Sheet.
Change in Nature of Business
During the year under review, there is no change in the Nature of business activities
carried out by the Company.
Changes to Share Capital Authorised share capital:
During the year under review, the Authorized Share Capital of the Company was increased
from Rs. 7,00,00,000.00 divided into 7000000 Equity Shares of Rs. 10.00 each to Rs.
15,00,00,000.00 divided into 15000000 Equity Shares of Rs.10.00 each vide special
resolution passed in the Extra-Ordinary General Meeting held on January 20, 2024 through
video conference or other audio visual means.
As on the date of the report, the authorized share capital of the company is Rs.
15,00,00,000.00 (Rupees Fifteen Crore Only) divided into 15000000 equity shares of Rs.
10.00 (Rupees Ten Only) each.
Issued, Subscribed and Paid-up share capital:
During the year under review,
1) vide Special Resolution passed by the Members at their Extra Ordinary General
Meeting 01/2023-24 held on Saturday, January 20, 2024, through Video Conferencing
("VC”) / Other Audio-Visual Means (“OAVM”), the company had allotted
9750000 fully convertible Equity warrants each convertible into, or exchangeable for, 1
fully paid-up equity share of the Company of face value Rs. 10.00 each, on a preferential
basis, to persons other than the Promoters and Promoter Group, at price of Rs. 10.00 per
Warrant.
| Particulars |
No. of Shares |
Amount (in Rs.) |
Total (in Rs.) |
| Issued Capital |
11306500 |
10.00 |
11,30,65,000.00 |
| Subscribed Capital |
11306500 |
10.00 |
11,30,65,000.00 |
| Fully Paid-up |
11278100 |
10.00 |
11,27,81,000.00 |
| Partly Paid-up |
28400 |
5.00 |
1,42,000.00 |
| Paid-up Capital |
11306500 |
NA |
11,29,23,000.00 |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board
During the Financial Year 2023-24, the Board of the Company comprises of four Directors
out of which one is Whole Time Director, one is Non-Promoter Non-Executive Director and
rest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the date
of this report, the Board comprises following Directors.
|
|
Date of Appointment at current term |
Total Directorship in other Companies |
No. of CommitteeA |
|
| Name of Director |
Category Cum Designation |
|
|
in which Director is Member |
in which Director is Chairman |
No. of Shares held as on 31st March, 2024 |
| Mr. Murli Nair |
Whole Time Director |
June 15, 2019 |
1 |
1 |
- |
91,037 Equity Shares |
| Ms. Reena Mahatma |
Non-Executive Director |
September 30, 2016 |
5 |
1 |
- |
18,375 Equity Shares |
| Mr. Gautam Chauhan |
Independent Director |
October 1, 2020 |
2 |
2 |
- |
64,258 Equity Shares |
| Mr. Narayansinh Chauhan |
Independent Director |
October 1, 2020 |
6 |
8 |
3 |
- |
~ Excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs.
A Committee includes Audit Committee and Stakeholders Relationship Committee
across all Public Companies.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five committees across all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
Further, none of the Directors of the Company is disqualified for being appointed as a
Director pursuant to Section 164 (2) of the Companies Act, 2013.
None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Companies.
None of the Director of the Company is holding position as Independent Director in more
than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for
being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly results of the Company. Additional Board meetings are convened to
discuss and decide on various business policies, strategies and other businesses. During
the year under review, Board of Directors of the Company met 10 (Ten) times viz; May 22,
2023; August 14, 2023; September 07, 2023; November 06, 2023; November 22, 2023; December
16, 2023; February 08, 2024; February 13, 2024; March 16, 2024; March 23, 2024.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below;
| Name of Director |
Mr. Murli Nair |
Ms. Reena Mahatma |
Mr. Gautam Chauhan |
Mr. Narayansinh Chauhan |
| Number of Board Meeting held |
10 |
10 |
10 |
10 |
| Number of Board Meetings Eligible to attend |
10 |
10 |
10 |
10 |
| Number of Board Meeting attended |
10 |
10 |
10 |
10 |
| Presence at the previous AGM |
Yes |
Yes |
Yes |
Yes |
Changes in Directors
During the Financial year 2023-24, there was no change in the Directorship of the
Company.
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act 2013, Ms. Reena Mahatma (DIN - 02846012), Non-Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting. She, being eligible,
offers herself for re-appointment as such. The Board of Directors recommends her
appointment on the Board.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on
date of this report, the Company has two Non-Promoter Independent Directors in line with
the Companies Act, 2013. A separate meeting of Independent Directors was held on March 23,
2024 to review the performance of Non-Independent Directors and Board as whole and of the
chairman and assess the 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
at www.gujaratinject.in. 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 Companies Act, 2013.
Details of Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Murli
Nair who is acting as Whole Time Director and Chief Financial Officer of the Company and
Mr. Monil Shah was a Company Secretary and Compliance Officer.
During the previous Financial Year 2022-23, Mr. Monil Shah has resigned as the Company
Secretary and Compliance Officer of the company w.e.f. March 15, 2023. Company have
appointed Ms. Manmeetkaur Harshdeepsingh Bhatia as the Company Secretary and Compliance
Officer from June 10, 2024.
Performance Evaluation
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.
o 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.
o 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. o 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 performance of
chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on
going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the requirements of
the relevant provisions of applicable laws and statutes, details of which are given
hereunder.
1. Audit Committee
Audit Committee meeting is generally held once in quarter for the purpose of
recommending the quarterly/half yearly/yearly financial results and the gap between two
meetings did not exceed one hundred and twenty days. The Audit
Committee met 5 (Five) times during the financial year 2023-24 viz; May 22, 2023;
August 14, 2023; November 06, 2023; December 16, 2023; February 13, 2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Director |
Designation |
Committee meeting attended in the F.Y. 2023-24 |
| Mr. Narayansinh Chauhan |
Chairman |
5 |
| Mr. Murli Nair |
Member |
5 |
| Mr. Gautam Chauhan |
Member |
5 |
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.gujaratinject.in.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the
provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee
meetings are generally held for identifying the person who is qualified to become
Directors and may be appointed in senior management and recommending their appointments
and removal. During the year under review, the Nomination and Remuneration Committee met 3
(Three) times viz; May 22, 2023; September 07, 2023; March 23, 2024, to recommend the
appointment of Director and KMPs and to review the performance of Directors of the
Company.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Director |
Designation |
Committee meeting attended in the F.Y. 2023-24 |
| Mr. Narayansinh Chauhan |
Chairman |
3 |
| Ms. Reena Mahatma |
Member |
3 |
| Mr. Gautam Chauhan |
Member |
3 |
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive
market and to harmonize the aspirations of human resources consistent with the goals of
the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on
Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.
Key points of the Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel
> The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP and Senior
Management personnel and recommend to the Board for his / her appointment.
> A person should possess adequate qualification, expertise and experience for the
position he/ she is considered for appointment.
> In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-a-vis the Company so as to
enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, key managerial personnel and senior management
personnel
The Company remuneration policy is driven by the success and performance of the
Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company
philosophy is to align them and provide adequate compensation with the Objective of the
Company so that the compensation is used as a strategic tool that helps us to attract,
retain and motivate highly talented individuals who are committed to the core value of the
Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is
placed on the website of the Company at www.guiaratinject.in.
3. Stakeholders' Grievances and Relationship Committee
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly
to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer
/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship
Committee met 3 (Three) times viz; May 22, 2023; September 07, 2023; March 23, 2024. The
composition of the Committee and the details of meetings attended by its members are given
below:
| Name of Director |
Designation |
Committee meeting attended in the F.Y. 2023-24 |
| Mr. Narayansinh Chauhan |
Chairman |
3 |
| Ms. Reena Mahatma |
Member |
3 |
| Mr. Gautam Chauhan |
Member |
3 |
Public Deposits
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on 31st
March, 2024.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and nonbusiness risks.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of Sexual Harassment and we are complaint
with the law of the land where we operate. During the year under review, there were no
incidences of sexual harassment reported.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for
your company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is attached and forms part of this Directors Report.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2024 is available on the Company's website at
www. guiaratiniect. in
Contracts and Arrangements with Related Parties
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors, 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 transactions with Related Parties are provided in the Company's financial
statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
The policy on Related Party Transactions as approved by the Board is available on
website of the company.
Material changes and commitment affecting financial position of the Company
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year of the Company and the date
of this report except Change of Registered office from One State to Another i.e. outside
the jurisdiction of existing ROC Ernakulam to the ROC Ahmedabad on May 27, 2024.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
A. CONSERVATION OF ENERGY -
i. ) The steps taken or impact on conservation of energy: None
ii. ) The steps taken by the Company for utilizing alternate sources of energy: None
iii. ) The capital investment on energy conservation equipment: None
B. TECHNOLOGY ABSORPTION -
i. ) The effort made towards technology absorption: None
ii. ) The benefit derived like product improvement, cost reduction, product development
or import substitution: None
iii. ) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: None
iv. ) The expenditure incurred on Research and Development: None
C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:
| i.) Details of Foreign Exchange Earnings: Nil |
| ii.) Details of Foreign Exchange Expenditure: Nil |
Disclosure of Remuneration
The Company has not paid any remuneration to Directors of the Company and accordingly
disclosures for remuneration are not provided.
Internal financial control
Your Company has laid down the set of standards, processes and structure which enables
to implement internal financial control across the Organization and ensure that the same
are adequate and operating effectively.
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm Registration No.
118330W), were appointed as Statutory Auditors of the Company to hold office from the
Conclusion of the 30th Annual General Meeting (AGM) till conclusion of the 35th
Annual General Meeting (AGM) of the company.
The Auditors' Report on the accounts of the Company for the financial year ended on
March 31, 2024 is self-explanatory and do not call for further explanations or comments
that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Anand Lavingia, practicing company secretary, Ahmedabad, to undertake the
Secretarial Audit of the Company for the financial year 23-24. The Secretarial Audit
Report is annexed herewith as Annexure - E.
The above reports contain remark regarding
1. Company Secretary as required under Section 203 of the Companies Act, 2013 has
resigned w.e.f. March 15, 2023;
2. The Company had not appointed qualified Company Secretary as Compliance Officer as
required under Regulation 6 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 since March 15, 2023 till June
10, 2024;
3. Statutory Auditor of the Company is not subjected to Peer Review and does not hold
any valid Peer Review Certificate.
4. Company had not appointed Internal Auditor and Secretarial Auditor during the year
under review. However they are appointed for F.Y. 2023-24 on May 03, 2024.
Your directors submit that the Company takes following measures to timely comply with
the entire requirements:
Company has appointed Ms. Manmeetkaur Harshdeepsingh Bhatia as the Company Secretary
and Compliance Officer from June 10, 2024. Company has asked auditor to make their firm
peer reviewed. Company has appointed Internal Auditor and Secretarial Auditor on May 03,
2024.
Corporate Governance
Your Company strives to incorporate the appropriate standards for corporate governance.
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing
Company Secretary with regards to compliance with the conditions of Corporate Governance
is annexed to the Board's Report as “Annexure - A”.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
Proceedings initiated/pending against your company under the Insolvency and Bankruptcy
Code, 2016
There are no proceedings initiated / pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions
During the year under review, there has been no one time settlement of loans taken from
banks and financial institution. Compliance with the provisions of SS 1 and SS 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors' and ‘General Meetings', respectively, have been duly complied
by your Company.
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. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions occur on these items during the year under review;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and company's operations in future;
(vii) Information on subsidiary, associate and joint venture companies.
Acknowledgment
Your company & Directors wish to place on record their appreciation of the
assistance and co-operation extended by Investors, Bankers, Business Associates, and
Government. We are deeply grateful to shareholders for their continued faith, confidence
and support to the company.
| Registered office: |
By order of the Board of Directors |
| Shop No. 15, K-Tower, Haveli Resident Cum |
For, GUJARAT INJECT KERALA LIMITED |
| Plaza, Air Force Station, Makarpura, Vadodara |
CIN: L46309GJ1991PLC151872 |
| - 390 014, Gujarat, India |
|
|
Murli Shivshankaran Nair |
| Place: Vadodara |
Whole Time Director |
| Date: August 10, 2024 |
DIN: 02243039 |
|