To,
The Members,
GUJARAT TOOLROOM LIMITED.
Your Directors are presenting the 39th Annual Report of the
Company along with the Audited Statement of Accounts for the Financial Year ended on 31st
March, 2023.
1. FINANCIAL PERFORMANCE:
The details of the financial performance are as under:
(Rs. in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Income |
240.86 |
0.00 |
| Other Income |
1.14 |
0.84 |
| Total Revenue |
242.00 |
0.84 |
| Less Expenses |
73.25 |
16.77 |
| Profit/(Loss) before Interest, Depreciation and tax |
168.75 |
(15.93) |
| Less: Interest |
|
|
|
0.00 |
0.12 |
| Less: Depreciation & Amortization cost |
0.00 |
0.00 |
| Profit/(Loss) Before Tax |
168.75 |
(16.05) |
| Less: Tax Expense |
30.00 |
0.00 |
| Profit/(Loss) after Tax |
138.75 |
(16.05) |
The Financial Statements of the Company are prepared in accordance with
Indian Accounting Standards (IND AS) including the Rules notified under the relevant
provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.
2. HIGHLIGHTS OF FINANCIAL SUMMERY
During the period under review your Company has made a Profit of Rs.
138.75 Lakhs as against the Loss of Rs. 16.05 of the previous financial year. The Company
has earned total revenue of Rs. 242.00 Lakhs and there was no income generated by the
company in the previous year.
3. DIVIDEND
With a view to conserve the resources of company and by looking at
financial prospects the directors of the company have not recommended any dividend.
4. TRANSFER TO RESERVES & SURPLUS:
During the year under review, the Company has not transferred any
amount to Reserves.
5. INCREASE IN AUTHORISED SHARE CAPITAL:
There is an increase in Authorized share capital of the Company from
the existing to Rs. 6,00,00,000 consisting of 60,00,000 Equity Shares of Rs. 1/- each
during the year under review.
6. INCREASE INISSUED, SUBSCRIBED & PAID-UP SHARE
CAPITAL:
The company has issued new equity shares 4860000 by way Preferential
Issue during the year under review. Hence, the Issued, Subscribed and paid-Up Capital of
the Company is Rs 55553600 consisting of 55553600 fully paid-up Equity Shares of Rs. 1/-
each.
Further, the company has sub divided the equity shares from the face
value of Rs. 10/- each to the face value of Rs. 1/- during the year under review. The face
value of equity shares is of Rs. 1/- each.
7. LISTING:
The Equity Shares of the Company are continued to be listed and
actively traded on the Bombay Stock Exchange Limited (BSE).
8. CHANGE IN NATURE OF BUSINESS, IF ANY:
The company has changed its object clause by addition of new object of
Real Estate and construction Activity in the Memorandum of the company during the year
under review.
9. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013and 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.gujarattoolroom.com
10. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) and Section
134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of
Directors hereby submits that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2023 the applicable accounting standards have been followed and there are no
material departure 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 financial year and of the profit of the Company for the Financial Year ended on 31st
March, 2023, c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of 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 on a
going concern basis, e. The Directors had 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 had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF
THE COMPANIES ACT, 2013:
There were loans but no investment, guarantees and securities made by
the Company as per provisions of Section 186 of the Companies Act, 2013 during the year
under review.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The contracts or arrangements were made with related parties falling
under the purview of Section 188 of the Companies Act, 2013 is as mentioned in Note 24 of
Financial Statement. There are no materially significant related party transactions made
by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place a sound financial control system and framework
in place to ensure:
The orderly and efficient conduct of its business including adherence
to Company's policies, Safeguarding of its assets, The prevention and detection of
frauds and errors, The accuracy and completeness of the accounting records and The timely
preparation of reliable financial information.
The Board has inter alia reviewed the adequacy and effectiveness of the
Company's internal financial controls and takes necessary corrective actions where
weaknesses are identified as a result of such reviews
During the year, such Controls were tested and no reportable material
weakness was observed.
14. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year, the Registered Office of the Company has shifted from
existing to 10, Ankur Complex, B/h. Townhall, Ashram Road, Ellisbridge, Ahmedabad-380006
w.e.f. 23.11.2022.
Further, the company has shifted the registered office to 404 - 4th
floor, Samarth Co. Op. H. Soc, Nr. Silicon Tower, Nr. Law Garden, Ellis bridge, Ahmedabad
Ellisbridge Ahmadabad City Ahmedabad GJ 380006 w.e.f. 14th August, 2023.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT: There are no any
material changes and commitments, affecting the financial position of the Company which
has occurred subsequent to the date of the Financial Year 2022-2023. The Company continues
to maintain a positive outlook for the next financial year and will continue to monitor
changes in future economic conditions.
16. TRANSFER TO THE UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION
FUND:
Since there was no unpaid/unclaimed Dividend declared, the provisions
of Section 125 of the Companies Act, 2013 does not apply.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS
AND OUTGOCONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
As the Company is not engaged in any production activity, no steps
towards conservation energy or technology absorption ate taken by the Company and hence no
particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect
of Conservation of Energy, Technology Absorption are furnished by the Board
18. FOREIGN EXCHANGE EARNING & OUTGO:
Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:
The Company has in place, a mechanism to identify, assess, monitor and
mitigate various risks towards the key business objectives of the Company. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis.
20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
COMPOSITION OF BOARD:
The Directors and Key Managerial Personnel of the Company as on
31.03.2023 are summarized below:
| Sr. |
Name |
Designation |
Category |
| No. |
|
|
|
| 1. |
Mr. Kalpesh Anilbhai Malvi |
Managing Director |
Executive Director |
| 2. |
Mr. Manish Shah |
Additional Director |
Non-Executive Director |
| 3. |
Mr. Kunjan Vora |
Director |
Independent, Non- Executive |
| 4. |
Mr. Prakash Rahevar |
Director |
Independent, Non- Executive |
| 5. |
Mr. Kalpesh Anilbhai Malvi |
Chief Financial Officer |
- |
| 6. |
Mr. Manish Nirmal |
Additional Director |
Independent, Non- Executive |
| 7. |
Ms. Ritu Nayak* |
Company Secretary & Compliance Officer |
- |
Ms. Ziral Soni has resigned as Company Secretary & Compliance
Officer of the company with effect from August 6, 2022
* Ms. Ritu Nayak appointed as Company Secretary & Compliance
Officer of the company with effect from December17, 2022.
Vishal Shah has resigned from the Director ship of the company with
effect from 03rd October, 2022 and Mr. Kalpesh Malvi appointed as a Director with effect
from 03rd October, 2022.
21. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:
Nomination and Remuneration Committee annually evaluates the
performance of individual Directors, Committees, and of the Board as a whole in accordance
with the formal system adopted by it. Further, the Board also regularly in their meetings
held for various purposes evaluates the performance of all the Directors, committees and
the Board as a whole. The Board considers the recommendation made by Nomination and
Remuneration Committee in regard to the evaluation of board members and also tries to
discharge its duties more effectively. Each Board member's contribution, their
participation was evaluated and the domain knowledge they bring. They also evaluated the
manner in which the information flows between the Board and the Management and the manner
in which the board papers and other documents are prepared and furnished.
22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :
During the Financial Year 2022-2023, the Company held Fourteen (14)
board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which
is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations
& Disclosure Requirements) Regulations, 2015 were adhered to while considering the
time gap between two meetings.
| S No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
18/05/2022 |
4 |
4 |
| 2 |
23/05/2022 |
4 |
4 |
| 3 |
09/08/2022 |
4 |
4 |
| 4 |
22/09/2022 |
4 |
4 |
| 5 |
03/10/2022 |
4 |
4 |
| 6 |
14/11/2022 |
4 |
4 |
| 7 |
23/11/2022 |
4 |
4 |
| 8 |
05/12/2022 |
4 |
4 |
| 9 |
17/12/2022 |
4 |
4 |
| 10 |
09/01/2023 |
4 |
4 |
| 11 |
16/01/2023 |
4 |
4 |
| 12 |
21/01/2023 |
4 |
4 |
| 13 |
13/02/2023 |
4 |
4 |
| 14 |
10/03/2023 |
4 |
4 |
23. CORPORATE GOVERNANCE:
Since the Paid up Capital of Company is less than Rs. 10 Crores and
Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not
applicable to the Company. Hence Report on Corporate Governance does not form part of this
Board's Report.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The
Company has no any Subsidiaries / Joint Venture / Associate Company.
25. PUBLIC DEPOSITS:
As per Section 73 of the Companies Act, 2013 the Company has neither
accepted nor renewed any deposits during the Financial Year 2022-23. Hence the Company has
not defaulted in repayment of deposits or payment of interest during the Financial Year.
26. FORMAL ANNUAL EVALUATION PROCESS BY BOARD :
Pursuant to the provisions of the Companies Act, 2013 and Rules made
there under, the Board has carried the evaluation of its own performance, performance of
Individual Directors, Board Committees, including the Chairman of the Board on the basis
of attendance, contribution towards development of the Business and various other criteria
as recommended by the Nomination and Remuneration Committee of the Company. The evaluation
of the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome. In a separate meeting of Independent
Directors the performances of Executive and Non-Executive Directors were evaluated in
terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the Expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
27. AUDITORS:
A. STATUTORY AUDITOR:
The present Auditors of the Company are M/s Abhishek Kumar &
Associates., (FRN:130052W/132305) Chartered Accountants, Ahmedabad were appointed as
Auditors for the Financial Year 2022-23 to fill the casual vacancy caused by the
resignation of M/s. Dharmesh Parikh & CO LLP., Chartered Accountants and shall hold
office up to the conclusion of the ensuing Annual General Meeting going to be held at
remuneration as may be decided by the shareholders of the company
In accordance with the Companies Amendment Act, 2017, enforced on May
07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is
not required to be ratified at every Annual General Meeting.
Auditor Report:
During the year 2022-23, no frauds have either occurred or noticed
and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013
read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).
The Notes to the financial statements referred in the Auditors Report
are self-explanatory. There are no qualifications or reservations or adverse remarks or
disclaimers given by Statutory Auditors' of the Company and therefore do not call for
any comments under Section 134 of the Companies
Act, 2013. The Auditors' Report is enclosed with the financial
statements in this Annual Report.
During the year under review, the Auditors have not reported any matter
under Section 143 (12)of the Act and therefore no detail is required to be disclosed under
Section 134 (3) (ca) of the Act.
B. COST AUDITORS:
The Company has not appointed 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.
C. SECRETARIAL AUDITOR:
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary.
The Board has appointed M/s. M.S Buchasia & Associates (FCS. 5843, COP No. 4156),
Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial
Year 2022-23. Secretarial Audit Report issued by M/s. M.S Buchasia & Associates,
Practicing Company Secretary in Form-MR-3, attached and marked as Annexure
"A", for the period under review forms part of this report.
The said report contains certain observation or qualifications which
are as under:
? The Company was late to submitting reconciliation of share capital
Audit report as per Regulation 76 of the Securities and Exchange Board India (Depository
and Participant) Regulations, 2018 for quarter ended 30th September 2022
Reply: The Board of Directors of the Company would like to inform
you that the Company is regular in submission of Audit report for all the quarter as
required under Regulation 76(1) of SEBI(Depository participants) Regulations, 2018 but
inadvertently missed to submit audit report for the Quarter ended on 30th September 2022
and company has submitted the same 16th November 2022. It is to be noted that the Audit
report for the remaining quarters were timely disseminated on website of the BSE Ltd.
? Newspaper Advertisement of Financial Results should be given as per
Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Reply: Company will ensure to make compliance as per of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
? The Company was late to submitting Disclosure of Shareholding Pattern
as per Regulation 31 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the quarter ended 30th September 2022.
Reply: The Board of Directors of the Company would like to inform you
that the Company is regular in submission of Shareholding Pattern for all the quarter as
required under Regulation 31(1) of SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 but inadvertently missed to submit the Shareholding pattern for the
Quarter ended on 30th September 2022 and company has submitted the same 07th November
2022. It is to be noted that the Shareholding Pattern for the remaining quarters were
timely disseminated on website of the BSE Ltd.
? The Company failed to submit Corporate Governance Report as per
regulation 27(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the quarter ended, 30th September 2022.
Reply: The Board of Directors of the Company would like to inform you
that the Company is regular in submission of Corporate Governance Report as per regulation
27(2)(a) for all the quarter as required under Regulation 27(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 but inadvertently missed to
submit the Corporate Governance Report for the Quarter ended on 30th September 2022. It is
to be noted that the Corporate Governance Report is not applicable to the company and
non-applicability certificate Corporate Governance Report for the remaining quarters were
timely disseminated on website of the BSE Ltd.
? The Company was late to submitting Financial Results along with
Limited review report as per Regulation 33 (3) (a) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the quarter ended 30th September 2022 and
31st December 2022
Reply: The Board of Directors of the Company would like to inform you
that the Company is regular in submission of Financial Result as per regulation 33(3)(a)
for all the quarter as required under Regulation 33 (3) (a) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 but the company was late to submit due to
administrative purpose for the Quarter ended on 30th September 2022 and 31st December
2022. It is to be noted that the Financial Results for the remaining quarters were timely
disseminated on website of the BSE Ltd.
? The Company was late to submitting Statement of Investor Complaints
as per Regulation 13(3) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the Quarter ended 30th September 2022.
Reply: The Board of Directors of the Company would like to inform you
that the Company is regular in submission of Investor Complaints as per Regulation 13(3)
for all the quarter as required under Regulation 13 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 but the company was late to submit due to
administrative purpose for the Quarter ended on 30th September 2022. It is to be noted
that the Investor Complaints as per Regulation 13(3) for the remaining quarters were
timely disseminated on website of the BSE Ltd.
? The company was late to submit voting result of general meeting as
per Regulation 44(3) Of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
? Reply: The Board of Directors of the Company would like to inform you
that the company was late to submit the voting result of general meeting as per Regulation
44(3) Of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 due to administrative purpose and company will ensure to
make the timely compliance.
? Company has not appointed company secretary for the period 06/08/2022
to 16/12/2022 as per section 203 of the Companies Act, 2013
Reply: The company was not able to find the suitable period during the
period 06/08/2022 to 16/12/2022. Company Secretary has been appointed from 17/12/2022.
? Company had appointed MANISH KIRTILAL SHAH as additional director of
the company as per section 161 of the companies Act 2023 w.e.f. 16/07/2020 till the date
company had not done regularsation as director of the company or vacate the office of
director as per the companies Act 2013.
Reply: It is to be informed that company inadvertently missed to file
the form regularisation of Manish Shah. The company will take care of compliances.
? Company had appointed KUNJAN NARENDRAKUMAR VORA as additional
director of the company as per section 161 of the companies Act 2023 w.e.f. 24/09/2015
till the date 31/03/2023 company had not done regularsation as director of the company or
vacate the office of director as per the companies Act 2013.
Reply: It is to be informed that company inadvertently missed to file
the form regularisation of Manish Shah. The company will take care of compliances.
However, Kunjan Vora has resigned from the Board w.e.f. 28.06.2023 but due to technical
issue entry of Kunjan Vora is showing 2 times. And the company will comply with the
requirements of the provision of the act.
? Audit report of the company should be signed by CS and CFO of the
company.
Reply: Company will comply with the requirement of Section 134 (1) of
the Companies Act, 2013
? The Company has functional website but the website does not provide
the minimum information in terms of the Regulation 46 (1) of the SEBI (Listing Obligation
and Disclosures Requirements) Regulations, 2015and it is also not updated with timely
dissemination of the required information. Hence, the Company has not complied with
Regulation 46 (1) of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015
Reply: The Board of your Company would like to inform you that the
Company has now initiated the steps to update the website of the Company with all required
minimum statutory requirements and will also ensure timely updation of website by
dissemination of the required information.
? Non-Compliance of Section 149 (1) of the Companies Act, 2013 which
stipulates that Every Listed Company is required to appoint at least one woman director on
the Board
Reply: The Board of Directors of the Company would like to inform you
that the Company is not find the suitable person for women director and is in process of
appointment of Woman Director. However, the Company will intimate the same as and when
process of appointment gets completed.
? Non-Compliance of Section 117 of Companies Act, 2013 which stipulates
that the Company is required to file E-Form MGT-14 for approval of financial statement
& the Board's report for the year ending 31st March, 2022 within 30 days from the
date of Board Meeting. However, the Company has not filed E-Form MGT-14 for approval of
financial statements, the Board's report, appointment of Internal Auditor and
Secretarial Auditor for the year ending 31st March, 2022
Reply: It is hereby informed that due to administrative purpose the
company was missed to file the Form MGT-14 for approval of Financial Statement and Board
Report and the company will ensure to make good compliances.
? Non-compliance of section 121(1) of the Companies Act, 2013 and Rule
31(2) of Companies (Management and Administration) Rules, 2014 which stipulates that
company require to file E-Form MGT-15 for filing Report on Annual General Meeting, however
the company has not filed E-Form MGT-15 for the annual general meeting held in the year
2022.
Reply: Due to administrative purpose the company missed to file the
file the form MGT-15 for filing Report on Annual General Meeting and ensure to make the
timely compliance.
28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, no any Loan from Bank or FIII sanctioned
to Company
29. DISCLOSURES OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
A. Composition of Audit Committee:
Pursuant to the provisions of section 177(8) of the Companies Act,
2013, the Board hereby discloses the composition of the Audit Committee and other relevant
matters as under:
| Name Of Director |
Category of Directorship |
Designation |
| Mr. Kunjan Vora |
Independent Non-Executive |
Chairman |
| Mr. Manish Shah |
Non- Executive Director |
Member |
| Mr. Prakash Rahevar |
Independent Non-Executive |
Member |
The broad terms of reference of the Audit Committee are as under:
? Reviewing of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible ? Recommending the appointment, remuneration and terms of
appointment of external Auditor.
? Review and monitor the auditor's independence and performance
and effectiveness of audit process. ? Approval or any subsequent modification of
transactions of the company with related parties. ? Scrutiny of inter-corporate loans and
investments ? Valuation of undertakings or assets of the Company, wherever it is
necessary. ? Monitoring the end use of funds raised through public offers and related
matters. ? Reviewing with management the Annual financial statements and half yearly and
quarterly financial results before submission to the Board. ? Reviewing periodically the
adequacy of the internal control system. ? Discussions with Internal Auditor on any
significant findings and follow up there on.
The Audit Committee acts in accordance with the terms of reference
specified by the Board of Directors of the Company. Further during the period under
review, the Board of Directors of the Company has accepted all the recommendations of the
Committee.
B. Composition of Nomination and Remuneration Committee:
The members of the Committee are as follows:
| Name Of Director |
Category of Directorship |
Designation |
| Mr. Kunjan Vora |
Independent Non-Executive |
Chairman |
| Mr. Manish Shah |
Non- Executive Director |
Member |
| Mr. Prakash Rahevar |
Independent Non-Executive |
Member |
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for
determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial Personnel and other employees.
The broad terms of reference of the Nomination and Remuneration
Committee are as under:
? Formulation of the criteria for determining the qualifications,
positive attributes and independence of Director; ? Devising a policy on Board diversity;
? Formulation of Remuneration policy; ? Review the structure, size and composition of the
Board; ? Identifying and selection of candidates for appointment as Directors; ?
Identifying potential individuals for appointment as Key Managerial Personnel and Senior
Management; ? Formulation of criteria for evaluation of Independent Directors and the
Board.
Annual Evaluation of Board, Committees and Individual Directors:
Pursuant to the provisions of the Act, Listing Regulations, 2015 and
the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/
Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its
own performance, the performance of its Committees and of all the individual Directors
including the Chairman of the Board of Directors based on various parameters relating to
roles, responsibilities and obligations of the Board, effectiveness of its functioning,
contribution of Directors at meetings and the functioning of its Committees. Such
evaluation is presented to the Nomination and Remuneration Committee and the Board of
Directors (as applicable).
Directors express their satisfaction with the evaluation process.
C. Composition of Stakeholder Relation Committee:
The members of the Committee are as follows:
| Name Of Director |
Category of Directorship |
Designation |
| Mr. Kunjan Vora |
Independent Non-Executive |
Chairman |
| Mr. Manish Shah |
Non-Executive Director |
Member |
| Mr. Prakash Rahevar |
Independent Non-Executive |
Member |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. There
is no pending complaints of the Shareholders/Investors registered with SEBI at the end of
the current financial year ended on 31st March, 2023.
There were no pending requests for share transfer/dematerialization of
shares as of 31st March 2023.
30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013 and rules made there under, your
Company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective Annual Report 2022-23 The ICs also work extensively
on creating awareness on relevance of sexual harassment issues, including while working
remotely. Your Directors declared and confirm that, during the year under review, there is
no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All new employees go through a detailed personal orientation on
anti-sexual harassment policy adopted by the Company.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has established vigil mechanism/Whistle Blower Policy for
Directors and employees of the Company to report genuine concerns regarding unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct
and ethics Policy. The said mechanism also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil
mechanism/whistle blower policy in order to ensure adequate safeguards to employees and
Directors against victimization.
The said policy is also available on the website of the Company at
www.gujarattoolroom.com
32. PARTICULARS OF EMPLOYEES:
The Company does not have any employee getting remuneration under
Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Therefore, Disclosures regarding
the same is not required to be mentioned.
33. STATE OF COMPANIES AFFAIRS:
Discussion on the state of affairs of the Company has been covered as
part of the Management Discussion and Analysis (MDA) in "Annexure- B' as
stipulated under Regulation 34 of Listing Regulations is presented in a separate section
forming part of this Annual Report.
34. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per "Annexure B".
35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:
As, Section 135 of the Companies Act, 2013 (‘the Act,') is
not applicable to the Company and further, the Company has not developed and implemented
any Corporate Social Responsibility initiatives according the same, hence, the said
provision is not applicable.
36. DIRECTOR'S DISQUALIFICATION:
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164 of the Companies
Act, 2013.
37. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND
SECRETARIAL
STANDARD 2:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
38. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
During the year under review, there no any orders have been passed by
any Regulator or Court or Tribunal which can have impact on the going concern status and
the Company's operations in future.
39. INSOLVENCY AND BANKRUPTCY CODE:
During the Financial Year ended on 31st March, 2023, there
is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders
including Financial Institutions, Suppliers, Customers and other business associates who
have extended their valuable sustained support and encouragement during the year under
review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all executives, officers
and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.
| Registered Office |
|
By order of Board of Directors |
| 404, 4th floor, Samarth Co. Op. H.
Soc, Nr. Law Garden, Ellishbridge, Ahmedabad- |
Nr. Silicon Tower 380006 Sd/- |
GUJARAT TOOLROOM LIMITED Sd/- |
|
Manish Nirmal |
Kalpesh Anilbhai Malvi |
| Place: Ahmedabad |
Director |
Managing Director &CFO |
| Dated: September 4, 2023 |
DIN: 09852472 |
DIN: 06880789 |
|