Dear Shareholders/Members,
Your Directors feel pleasure to present the 39TH ANNUAL REPORT together with
the Audited Financial Statements for the Financial Year 2022-23 ended on 31st March,
2023.
1. FINANCIAL RESULTS:
(Rs. in lakh)
| Particulars |
2022-23 |
2021-22 |
| Operating Profit (Before Interest & Depreciation) |
944.86 |
1490.39 |
| Less : Financial Cost |
266.28 |
244.00 |
| Profit before Depreciation |
678.58 |
1246.39 |
| Less : Depreciation and amortization expense |
219.35 |
220.74 |
| Profit before Tax |
459.23 |
1025.65 |
| Less : Tax expenses |
111.97 |
267.71 |
| Profit after tax |
347.26 |
757.94 |
| Add: Other Comprehensive income |
1.06 |
596.35 |
| Total Income for the year |
348.32 |
1354.29 |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
The Board of Directors is pleased to recommend for your approval a final dividend of
Re. 1/- per equity share on the face value of Rs.10/- each for the year ended 31st
March, 2023 (previous year Re. 1/- per equity share). The total final dividend amounts to
Rs. 48,88,300/-. You are requested to approve the same. The final dividend, if declared,
shall be payable subject to deduction of tax at source, as applicable.
3. REVIEW OF OPERATIONS:
The revenue from operations during the year under review was Rs. 164.33 Crores as
compared to Rs. 170.80 Crores during 2021-22.
The Operating Profit (Before Interest and Depreciation) was Rs. 944.86 Lakh during the
year under review compared to Rs. 1490.39 Lakh during 2021-22. The Profit before Tax for
the year under review was Rs. 459.23 Lakh against Rs. 1025.65 Lakh during 2021-22.
The Net Profit of the Company stood at Rs. 347.26 Lakh compared to Rs. 757.94 Lakh for the
year 2021-22.
The Company has made export at FOB value of Rs. 55.77 Crores during the year under
review compared to Rs. 53.09 Crores during 2021-22. The management is of the firm opinion
that during the current year, the export market will improve and in turn, the exports of
the Company will increase to a greater extent.
4. RECOGNITION AS EXPORT HOUSE:
The Director General of Foreign Trade, on the basis of Export performance of the
Company, has accorded / recognised the Company as Two Star Export House.
5. FINANCE:
The Company is enjoying Financial Assistance in the form of term loans and working
capital facilities from State Bank of India.
6. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.
7. SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31st March, 2023 was Rs.
488.83 Lakhs. As on 31st March, 2023, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity and none of the
Directors of the Company hold any convertible instruments.
8. RESERVES:
Your Company does not propose to transfer any amount to general reserve.
9. DIRECTORS & KMP:
9.1 One of your Directors viz. Mr. Rishab Chhajer (DIN: 05184646) retires by rotation
in terms of the Articles of Association of the Company. However, being eligible offers
himself for re-appointment. 9.2 The Board, based on the recommendations of the Nomination
and Remuneration Committee and subject to approval of members/shareholders, had
reappointed Mr. Ashok Chhajer (DIN: 00280185) as Managing Director w.e.f. 1st
October, 2023 to hold the office upto 30th September, 2026.
9.3 During the financial year 2022-23, Mr. Ashok Chhajer, the Managing Director (DIN:
00280185) of the Company has elevated as Chairman and now his designation is Chairman and
Managing Director of the Company.
9.4 Brief profile of the Directors being appointed /re-appointed as required under
Regulation 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings
are provided in the Notice for the forthcoming AGM of the Company.
9.5 The Shareholders in their 38th Annual General Meeting held on 21st
September, 2022 has appointed Mr. Rishab Chhajer (DIN: 05184646) as Joint Managing
Director for a period of 3 years with effect from 13th February, 2023.
9.6 The Shareholders in their 38th Annual General Meeting held on 21st
September, 2022 has appointed Mr. Hitendra Kewalchand Chopra (DIN: 03372530) as
Independent Director for a team of 5 years w.e.f. 18th July, 2022.
9.7 Mr. Anil Kumar Bhandari (DIN: 02718111) has resigned as Chairman and Independent
Director of the Company w.e.f. 18th July, 2022.
9.8 The Board of Directors duly met 7 times during the financial year under review.
9.9 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act. The Independent
Director shall enroll his / her name in the Databank, being maintained by Indian Institute
of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent
Directors has been completed and they have furnished the declaration affirming their
compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6
of Companies (Appointment & Qualification of Directors) Rules. 9.10 In terms of
provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs, Manesar (‘IICA).
9.11 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
9.12 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed: (i) that in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied them
consistently and made judgements 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 31st March,
2023 being end of the financial year 2022-23 and of the profit of the Company for the
year; (iii) that the Directors had taken proper and sufficient care for 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) that the Directors had prepared the annual accounts on a going
concern basis.
(v) 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.
(vi) 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.
9.13 With respect to the loans advanced by the Directors to the Company, the Company
has received necessary declarations from Directors that the said loan is not given out of
funds acquired by them by borrowing or accepting loans or deposits from others.
10 . INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
11. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
| Sr. No. |
Name of the Director & Designation |
Remuneration for the year 2022-23 |
% increase over last year |
Parameters |
Median of Employees Remuneration |
Ratio |
Commission received from Holding/ Subsidiary |
| 1. |
Mr. Ashok Chhajer, Managing Director |
Rs. 26,40,000.00 |
0% |
- |
Rs. 2,73,980/- |
9.64 |
N.A. |
| 2. |
Mr. Rishab Chhajer, Jt. Managing Director |
Rs. 48,00,000.00 |
0% |
- |
Rs. 2,73,980/- |
17.52 |
N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, Key Managerial Personnel and Senior Management to enhance the quality required
to run the Company successfully. All the Board Members and Senior Management personnel
have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companys
website-www.gujaratcraft.com.
12. KEY MANAGERIAL PERSONNEL:
% INCREASE IN REMUNERATION OF DIRECTORS & KMP:
| Sr. No. |
Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
| 1. |
Mr. Ashok Chhajer |
Managing Director |
- |
| 2. |
Mr. Rishab Chhajer |
Jt. Managing Director |
- |
| 3. |
Ms. Jhanvi Jansari |
CFO |
26.37 |
| 4. |
Ms. Sejal Kanbi |
Company Secretary |
- |
13. PERSONNEL AND H. R. D.:
13.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Company
continued to give ever increasing importance to training at all levels and other aspects
of H. R. D.
The Number of permanent Employees of the Company are Eighty Three. The relationship
between average increase in remuneration and Companys performance is as per the
appropriate performance benchmarks and reflects short and long term performance objectives
appropriate to the working of the Company and its goals.
13.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at
www.gujaratcraft.com.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule
8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and
Technology Absorption forms part of this report and is given by way of Annexure - A.
16. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Management
Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions
of Corporate Governance are appended to the Annual Report as Annexure - B.
17. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Nishant Pandya & Associates, Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure – D.
The remarks of auditors and notes on accounts are self explanatory.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of Directors has constituted a Corporate Social Responsibility
("CSR") Committee in terms of the provisions of Section 135 of the Companies
Act, 2013 consisting of three Directors viz. Mr. Ashok Chhajer, as Chairman of the
Committee, Mr. Rishab Chhajer and Mr. Kashyap R. Mehta, as members of the Committee.
Corporate Social Responsibility Committee has formulated and recommended to the Board,
a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of
Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities
which can be undertaken by the Company. This Policy has been approved by the Board. The
CSR Policy is available on the Companys website at www.gujaratcraft.com.
Some of the core areas identified by the Committee are Education, Health, Environment,
women empowerment, Animal Welfare, Hunger etc.
The company spent Rs. 0.11 lakhs towards CSR during the financial year 2022-23.
In respect of ongoing projects, the Company has transferred unpent Corporate Social
Responsibility (CSR) amount of Rs. 12.00 lakhs as at the end of the previous financial
year, to a special account within a period of thirty days from the end of the financial
year in compliance with the provisions of sub-section (6) of Section 135 of the Act.
As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the
Annual Report on CSR Activities has been attached herewith as Annexure – E.
19. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return as on 31st March, 2023 is available on the website of the Company and
can be accessed at www.gujaratcraft.com.
20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report. The Board of Directors of the Company in their meeting held on 18th
July, 2022 has re-constituted Audit Committee and also Nomination & Remuneration
Committee of the Company.
21. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz. NSDL & CDSL. ISIN for Equity Shares of the Company is: INE372D01019.
22. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders. The Policy is available on the companys website.
23. GENERAL:
23.1. STATUTORY AUDITORS:
At the 38th Annual General Meeting held on 21st September, 2022,
M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad was appointed as Statutory
Auditors of the Company to hold office for the period of 5 years i.e. for the financial
years 2022-23 to 2026-27.
The Auditors Report for year 2023 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Annual
Report.
23.2 INSURANCE:
The movable and immovable properties of the Company including Plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc.
23.3 FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
23.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
23.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiary/ Associate Company / JV.
23.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
23.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There has been no significant and material orders passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
23.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
23.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did not receive any
complaint.
23.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
23.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
23.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one time settlement with any Bank or Financial Institution.
24. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
25. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
26. ACKNOWLEDGMENT:
Your Directors express their sincere gratitude for the assistance and co operation
extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers
and Customers.
Your Directors also wish to place on record their appreciation of the contribution made
by the employees at their levels towards achievements of the Companys goals.
| Registered Office |
For and on behalf of the Board, |
| Plot No. 431, Santej Vadsar Road, |
|
| Village: Santej, Taluka: Kalol |
|
| Dist: Gandhinagar - 382721 |
Ashok Chhajer |
| Date : 21st July, 2023 |
Chairman & Managing Director |
|
DIN: 00280185 |
+91-9892691696
