a. Overall Review
The Growth rate has been on the upward trend as compared to the
previous year with favorable market conditions which reflect the positive market.
2. Financial Review
During the year the company has continue its business activities and
earned the profit of Rs. 138.75 Lakhs.
3. Risk and Concern
Bullish about the construction business. However, Changes in rate of
Interest will affect Companys
Profitability. The changes in law also affect the quantum of work for
the company.
4. Internal Control System and their adequacy
The internal control system is looked after by Directors themselves,
who also looked after the day to day affairs to ensure compliance of guide lines and
policies, adhere to the management instructions and policies to ensure improvements in the
system. The Internal Audit reports are regularly reviewed by the management.
5. Environmental Issues
As the company is not in the field of manufacture, the matter relating
to produce any harmful gases and the liquid effluents are not applicable.
6. Financial Performance with Respect to Operation Performance
The Company has all the plans for tight budgetary control on key
operational performance indication with judicious deployment of funds without resorting to
any kind of borrowing where ever possible.
7. Cautionary Statement
Statement in this report on Management Discussion and Analysis may be
forward looking statements within the meaning of applicable security laws or regulations.
These statements are based on certain assumptions and expectations of future events.
Actual results could however, differ materially, from those expressed or implied.
Important factors that could make a difference to the companys operations include
global and domestic demand supply conditions, finished goods prices, raw material cost and
availability and changes in government regulation and tax structure, economic development
within India and the countries with which the company has business contacts and other
factors such as litigation and industrial relations.
The Company assumes no responsibility in respect of forward - looking
statements, which may be amended or modified in future on the basis of subsequent
developments, information or events.
Form No.MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended 31.03.2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
GUJARAT TOOLROOM LIMITED CIN: L45208GJ1983PLC006056
10, ANKUR COMPLEX, B/H TOWN HALL, ASHRAM ROAD, ELLISBRIDGE AHMEDABAD GJ
380006 IN
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by GUJARAT TOOLROOM
LIMITED, (herein after called the company). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon. Based on my verification of the
Companys books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the company has, during the audit period covering the financial
year ended on 31st March, 2023, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have e-examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
i. The Companies Act, 2013 (‘the Act) and the rules made
there under; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and
the rules made there under; iii. The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment and Overseas Direct Investment
and External commercial borrowing;
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange
Board of India Act, 1992 (‘SEBI Act):- a) The Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 ;
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; - Not Applicable as the Company has not delisted/proposed to
delist its equity shares from any Stock Exchanges during the Financial Year under review
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; -Not applicable as the Company has not bought back / has proposed to
buy-back any of its securities during the Financial Year under review.
vi. The management has identified and confirmed the following laws as
specifically applicable to the Company:-
a) The Employees Provident Fund & Miscellaneous Provisions
Act, 1952 b) The Employees State Insurance Act, 1948 c) The Maternity Benefit Act,
1961 d) The Payment of Gratuity Act, 1972 e) The Workmens Compensation Act, 1923 f)
Payment of Bonus Act,1965
I have also examined compliance with the applicable clauses of the
following: a) Secretarial Standards issued by The Institute of Company Secretaries of
India; b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Listing Agreements entered into by the Company with BSE Limited.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above
except following: -
1. 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
2. Newspaper Advertisement of Financial Results should be given
as per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
3. 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.
4. 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.
5. 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
6. 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.-
7. The Company failed to submit Initial Disclosure requirements
for large entities as per Circular No. SEBI/HO/DDHS/CIR/P/2018/144
8. 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
9. 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
10. 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.
11. 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.
12. Audit report of the company should be signed by CS and CFO of the
company.
13. 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
14. 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.
15. 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 Boards 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 Boards report, appointment of Internal Auditor
and Secretarial Auditor for the year ending 31st March, 2022
16. 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.
I further report that
The Board of Directors of the Company should be duly constituted with
proper balance of
Executive Directors, Non-Executive Directors and Independent Directors.
During the year under review, there were no changes in the composition of the Board of
Directors of Company.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views are captured
and recorded as part of the minutes.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
For M. S. Buchasia & Associates Practising Company Secretaries
SD/-
Manish Buchasia Proprietor COP: 4156, FCS: 5843 UDIN: F005843E000860895
Date: 25/08/2023 Place: Ahmedabad
Note: This Report is to be read with Our Letter of event date which is
annexed as Annexure "A" and forms an integral part of this report.
+91-9892691696
