gujarat investa ltd Directors report

To,

The Members,

Your Directors are pleased to present the 31^st Annual Report together with the Audited Financial Statements for the Financial Year ended March 31^st, 2023.

Financial Results:

Particulars	2022-23	2021-22
Revenue from operations	28,72,078	35,29,802
Other Income	4,856	666
Total revenue	28,76,934	35,30,468
Expenditure
Employee benefits expenses	1,73,400	2,28,630
Other expenses	21,90,724	28,80,467
Total expenses	23,64,124	31,09,097
Profit before tax	5,12,810	4,21,371
Tax expense :
Current Tax	1,50,000	1,00,000
Previous Year	(40,511)	7,963
Net profit for the year	4,03,321	3,13,408

PRESENT OPERATIONS & FUTURE PROSPECTS:

Gujarat Investa Limited is a small NBFC in India which is presently working in Ahmedabad city only. Moreover the Company has transacted it business with its known Companies only. During the year under review, the total revenue of company was Rs 28, 72,078 compared to the previous years of Rs. 35, 29,802. The company has incurred total expense of Rs.23, 64,124 as compared to Expense of Rs. 31, 09,097 in previous year. The company has made profit of Rs. 4, 03,321 as compared to Rs. 3, 13,408 in the previous year. During the year under the review the total income of the company decreased by 22.71 % in comparison to the previous financial year.

DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the current year to conserve the resources.

RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve and entire amount of profit for the year forms part of the ‘Retained Earnings. The Company has transferred 20% of Current Year Profit amounting to Rs 80,665 to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

CHANGE IN NAME AND NATURE OF COMPANY BUSINESS:

During the financial year under review the Company has changed nature of Business of the Company by changing its object clause by passing special resolution at Extra Ordinary Meeting held on 04^th August 2022.

Moreover the Company has decided to change its name in the Board meeting held on 12^th August, 2022 and subsequently resolution passed through postal ballot and remote evoting by the shareholder held on 08^th November, 2022 company has got approval for change of name but due to some reasons INC-24 e-form does not got approval from Registrar of Companies Gujarat.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Purushottam R. Agarwal (DIN: 00396869) Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

ii. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel as on closing of Financial Year under review:

1. Mrs. Pinky M. Agarwal, Chief Executive Officer (CEO)

2. Mr. Anirudha Vyas, Chief Financial Officer (CFO)

3. Mrs. Hinisha Patel, Company Secretary and Compliance Officer iii.Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to the notice convening 31^st Annual General Meeting.

iv. Disqualification of Directors

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has two associate Companies i.e. Global Aman Infratech Private Limited and Anunay Fab Limited. In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Board of Directors Report as Annexure – A.

FIXED DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. Further, there is no foreign exchange earnings and outgo during the year under the review.

THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, 8(Eight) Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The Details of Which are as under:

Sr. No. Date of Board Meeting	Directors Present
1. 27.05.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
2. 07.07.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
3. 12.08.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
4. 28.09.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
5. 12.11.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
6. 12.12.2022	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
7. 10.01.2023	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal
8. 13.02.2023	Mr. Purshottam Agarwal
	Mrs. Pinky Agarwal
	Mr. Anand Agarwal
	Mr. Sumant Periwal

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs. Pinky Agarwal (Director and CEO). Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Sumant Periwal, is the Chairman of the Audit Committee.

During the year the Audit Committee met 4(Four) times on 27.05.2022, 12.08.22, 12.11.2022, and 13.02.2023 attendance of the members as under:

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	4	4
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	4	4
Mrs. Pinky M. Agarwal	Member	Executive & Non- Independent Director	4	4

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and Regulation 18(1) of SEBI (LODR) Regulation 2015 with the Stock exchanges as amended from time to time.

Brief description of terms of reference:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference share capital will require prior approval of audit committee.

24. Review the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments made.

25. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the listed entity.

26. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

27. Management letters / letters of internal control weaknesses issued by the statutory auditors;

28. Internal audit reports relating to internal control weaknesses; and

29. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

30. Statement of Deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation

32(1). b) Annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director). Majority members are Independent and non-executive Directors. Mr. Sumant Periwal, is the Chairman of the Nomination & Remuneration Committee.

During the year the Nomination & Remuneration Committee met 2(Two) times on 12.08.2022 and 13.02.2023 attendance of the members as under:

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	2	2
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	2	2
Mrs. Pinky M. Agarwal*	Member	Executive & Non- Independent Director	1	1
Mr Purushottam Agarwal#	Member	Non-Executive & Non Independent Director	1	1

Reconstituted Nomination and Remuneration Committee as on 12^th November,2022 Mrs Pinky M Agarwal resigned from the Committee and Mr Purushottam Agarwal was appointed as a Member of the Committee.

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

Brief description of terms of reference

The terms of reference of the Remuneration Committee are inter alia:

1) To recommend to the Board, the remuneration packages of Companys Managing/Whole Time/Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, performance incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.)

2) The Companys policy on specific remuneration packages for Companys Managing/Joint Managing/ Executive Directors, including pension rights and any compensation payment.

3) To implement, supervise and administer any share or stock option scheme of the Company.

4) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

5) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, Key managerial personnel and other employees.

6) Formulation of criteria for evaluation of performance of Independent Directors and the Board. 7) Devising a policy on Board diversity.

8) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

9) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

10) The Nomination and Remuneration Committee shall recommend to the board, all remuneration payable to the Senior Management, in any form;

11) The Board is required to make provision for orderly succession of all persons termed as Senior Management;

12) Members of the Senior Management must comply with a code of conduct framed by the company; and

13) Members of the Senior Management must disclose any transactions which may result in a conflict of interest

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Company consisted of Three Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director). Mr. Sumant L Periwal is the Chairman of the Stakeholder Relationship Committee.

During the Year under review, total 4 (four) Meetings of the Stakeholder Relationship Committee met 4(four) times on 27.05.2022, 12.08.22, 12.11.2022, and 13.02.2023 attendance of the members as under.

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	4	4
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	4	4
Mrs. Pinky M. Agarwal	Member	Executive & Non- Independent Director	4	4

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no increase in remuneration given to the Employees for the year 2022-23. Further, the Company is not paying any remuneration to any of its Directors and hence, the comparison as required to be given are not applicable pursuant to section 197(12) and Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as Annexure B.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code of Practices & Procedures for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Conduct to regulate, monitor and report trading by Insiders

All the above policies have been displayed on the website of the Company viz. www.gujaratinvesta.com

AUDITORS

i. Statutory Auditor and their Report

The current Statutory Auditors of the Company are M/s. Lunia& Co., Chartered Accountants, Ahmedabad (Firm Registration Number – 140806W) who have been appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting held on September 30^th, 2022, for a term of five (5) consecutive financial years from the conclusion of the 30^th Annual General Meeting till the conclusion of 35^th Annual General Meeting. The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31^st, 2023. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Statutory Audit Report

The Statutory Auditors Report on the accounts of the Company for the accounting year ended 31^st March, 2023 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.

ii. Internal Auditor

M/s. Kamal M. Shah & Co. were appointed as an internal Auditor of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the internal audit.

There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

iii) Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit for the year 2022-23 was undertaken by M/S. Umesh Ved & Associates, practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder annexed herewith as "Annexure C". The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Umesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2023-24.

iv) COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are Not Applicable to the company.

LISTING:

The shares of the company are listed at BSE Limited. Listing fees of BSE Limited is paid for the year 2023-24.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE:

The Regulation 15 (2)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 regarding Corporate Governance is not applicable to the Company, the paid-up capital of the company being less than Rs.10 corers and net worth being less than Rs. 25 crores, the threshold limit as prescribed therein.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis Report forming part of this Board of Directors Report as Annexure – D.

RELATED PARTY TRANSACTIONS:

During the year under review, there were no transactions entered into with the related party.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31^st March 2023.

INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

1. Ambuja Synthetics Private Limited

2. V.R. Polyfab Private Limited

3. Global Aman Infratech Private Limited

4. Anunay Fab Limited

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT ON INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015: (a) Mr. Sumant Laxminarayan Periwal (b) Mr. Anandkumar Agarwal The Company has received requisite declarations/confirmations from all the above Directors confirming their independence. Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31 March 2023 in Form MGT-7 will be uploaded on website of the Company and can be accessed at www.gujaratinvesta.com.

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

- The Authortised Share Capital of the Company as at 31^st March, 2023 stood at Rs.10,00,00,000/- and

- The Paid-up Equity Share Capital of the Company as at 31^st March, 2023 stood at Rs.7,50,99,000/-. During the year under review, the Company has not issued any Share Capital.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on selection and appointment of Directors, Senior Management Personnel and their remuneration.

Remuneration Policy

The Board of Directors approved the Nomination and Remuneration Policy on the recommendation of Nomination and Remuneration Committee. The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the Listing Regulations. The salient aspects of the Policy are outlined below:

Objectives:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel; 2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board; and

3. To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the board.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE: There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company.

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 Companys 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 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.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, customers, shareholders, business associates, regulatory and government authorities for their continued support to the company. Further the Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

	For and on behalf of the Board
	GUJARAT INVESTA LIMITED
	SD/-
Place: Ahmedabad	Purushottam R. Agarwal
Dated: 09th August, 2023	Chairman
	DIN: 00396869