gujarat containers ltd share price Directors report

To,

The Members,

Gujarat Containers Limited.

Your Directors have pleasure in presenting their 31st Annual Report together with the Audited Financial Statement of Accounts for the financial year ended March 31,2023.

Following figures summaries, the operational performance of the Company for the Financial Year ended 31^st March 2023 1. Financial Statements :

(Rs. in Lacs)

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Revenue from Operations	13561.34	14978.25
Other Incomes	13.76	21.89
Total Revenue	13575.10	15000.14
Profit before Interest, Depreciation & Tax	1834.94	1659.34
Less:
Finance Cost	191.21	292.01
Less: Depreciation & Amortization Expense	152.39	147.59
Less : Provision for Taxation	374.81	306.99
Add: Provision for Deferred Tax	9.23	4.77
Short/(Excess) Tax Provision	3.51	-7.58
Other Comprehensive Income	-2.78	1.51
Net Profit	1106.57	914.05

2. Dividend :

During the year under review, in order to plough back the profit for the ongoing expansion and modernization activities of the Company, the Board does not recommend payment of any dividend to the shareholders, for the year under review.

3. Transfer to Reserve :

The Company does not propose to transfer any sum to its General Reserve.

4. Financial Performance and Operational Review:

During the financial year 2022-23,

i. Gross Sales (excluding GST) of the Company for the year under review, reached to Rs. 13561.34 lakhs as compared to Rs. 14978.25 lakhs in the previous year, showing decrease of 9.45% as compared to previous year.

ii. Net Profit after Tax, reached to Rs.1106.57 lakhs as against Net Profit of 914.05 lakhs of the previous year, registering increase in profit of 21.06% as compared to previous year.

The Companys other key performance indications are as under:

i. Cash Profit increased by 18.58% to Rs.1258.96 Lacs from Rs.1061.64 Lacs in previous year.

ii. The capital expenditure for FY 2022-23 was incurred for Rs.1158.86 Lacs, major part for constructing the building for Rs.1045.39 Lacs (capital work in progress) and for purchase of plant & machinery Rs. 110.86 Lacs.

Your Directors would like to inform you that sales turnover is decreased by 9.46% for the financial year ended 31^st March, 2023 compared to corresponding previous financial year. The main reason for the reduction in sales were due to the reduction in the prices of the raw materials to the extent of 12.60% compared to corresponding previous financial year. Although, the sales volume were decreased by 2.28% compared to corresponding previous financial year, which is negligible.

Your Directors would like to inform that the Companys expansion project at Dahej is completed and Commercial Production has already been commenced from 28th July 2023.

5. Change in the nature of business:

During the year under review, there was no change in the nature of the business of the Company.

6. Subsidiary Companies:

The Company does not have any subsidiary company.

7. Adequacy of internal financial controls:

The Company has adequate and effective internal Financial control systems with regard to financial statements, having assurance on authorizing, recording and reporting transactions of its operations in all material respects which provides protection and safeguard against misuse or loss of assets of the Company. The Company has well established documentation procedures covering financial and operational functions commensurate with the size and complexities of the organization.

Some of the salient features of the internal control system in place are:-

i. Following the statutory and applicable Accounting Standards and Policies.

ii. Preparation of annual budget for production, operation and service functions and monitoring the same with actual performance at regular intervals.

iii. All assets are properly recorded and procedures have been put in place to safeguard against any loss or unauthorized use or disposal.

iv. Surprise checking of all departments, locations and functions at regular intervals.

v. The observations arising out of surprise checking are periodically reviewed at the Audit Committee meetings along with follow up action.

vi. Periodic presentations are made to the Audit Committee on various operational and financial risks faced by the Company and action plan of the Company to mitigate the same.

During the year, such controls were tested and upgraded and no reportable material weaknesses, variances, in the design or operation were observed.

8. Particulars of Loans, Guarantees or Investments:

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

9. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year, were on arms length basis and during the ordinary course of Companys business, with prior approval of the Audit Committee and the Board, as required. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material and exceeding the prescribed ceiling, as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requiring the prior approval of the Members.

The Board has approved a policy for related party transactions which is already posted on the website of the Company (www.gujaratcontainers.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board, on an annual basis, for repetitive transactions. Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - A to this report.

10. Directors Responsibility Statement :

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. they 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 Profit 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. Directors and Key Managerial Personnel:

In accordance with the provisions of section 152 of the Companies Act,2013 and the Articles of Association of the Company, Mr. Neil Kiran Shah (DIN No. 08616568), retires by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. Pursuant to the Provisions of the Act and based on the recommendations of the Nomination and Remuneration Committee ("NRC") the Board of Directors at their meeting held on 6th February, 2023, has recommended to the shareholders, to approve;

i. to reappoint Mr. Neil Kiran Shah , the Whole Time Director for a period of 3 Years from 1st April, 2023 to 31st March,2026 and fix his remuneration ,

ii. to reappoint Mr. Ashwinbhai K Shah as Independent Director of the Company , for a second term of 5 (Five) consecutive years up to 30th September, 2028, and

iii. to continue to hold office by Mr. Sanjaykumar Dalsukhbhai Shah, the Independent Director of the Company, after the attainment of age of 75 years, till the end of his tenure through passing Special Resolutions.

None of the Companys Directors are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

None of the Directors of the Company, are disqualified from being appointed as a director specified in Section 164 of the Companies Act, 2013.

Brief profiles of the Directors proposed to be appointed / re-appointed and retires by rotation, are annexed to the Notice convening Annual General Meeting.

In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge , as required.

Key Managerial Personnel

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows.

Mr. Kiran Shah	- Chairman & Managing Director
Mr. Neil Shah	- Chief Financial Officer & Whole Time Director
Ms. Neha Vivek Vora	- Whole Time Director
Mr. Narendra D. Shah	- Company Secretary and Compliance Officer

There was no change in the Key Managerial Personnel during the financial year under report.

12. Declaration by Independent Directors:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that he is not disqualified from appointing / continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. The same are also displayed on the website of the Company www.gujaratcontainers.com. The Independent Director have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

13. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Nonexecutive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

14. Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

15. Policy on Directors Appointment and Remuneration and Particulars of other details:

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

• the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Companys business.

16. Number of Meetings of the Board:

During the year under review, Four (4) Meetings of the Board of Directors were held on 30th May, 2022, 13th August, 2022, 12th November, 2022 and 6th February, 2023, wherein all the Directors were present.

17. Extract of Annual Return:

A copy of the Annual Return as required under Section 92 (3) and Section 134(3)(a) of the Act has been on the Companys website. The web-link as required under the Act is as under. https://gujaratcontainers.com/annual-returns/

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B in the prescribed Form MGT-9, which forms part of this report.

18. Audit Committee:

The Audit Committee of the Company is comprised of Mr. Divyakant Ramniklal Zaveri, the Chairman , Mr. Sanjay Dalsukhbhai Shah, and Mr. Ashwinbhai Kantilal Shah, , the Independent Directors, as the members, who met 4 Times during the year under review, on 30th May, 2022, 13th August, 2022, 12th November, 2022 and 6th February, 2023 wherein all the Members were present and transacted the business as per the terms of reference. The Committee meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015

19. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report :

There were no material changes that have affected the financial position of the Company which have occurred between the end of financial year on 31st March, 2023 and till the date of this report .

20. Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder.

a. Industry Scenario/India key market trends :

The global economy in FY 2022-23 showed signs of resilience due to lower food prices, easing supply chain disruptions, stronger than expected consumption and investment and a buoyant labour market. This is despite the challenges thrown up by geopolitical conflicts post Russia-Ukraine War. Global inflation touched at all-time high of more than 8% with many developed economies witnessing double digit inflation figures for the first time in many decades. This led the central bank across the globe to simultaneously hike interest rates to tame inflation. As per World Economic Outlook of IMF, the global growth for 2023 was estimated at 3.4 percent.

b. Opportunities and Threats :

Macro-economic risks: Fluctuations/ changes in the global markets such as the recent Financial Meltdown, Regulatory or Political changes, Steel Price Fluctuations and alterations in the competitive landscape like expansion project by competitor, entry of new competitor could affect the Companys operations and outlook. Any adverse movements in economic cycles in the Companys target markets could have a negative impact on the Companys performance. The Companys presence in multiple, diverse markets assists in reducing the impact of losses.

c. Outlook :

Even outlook looks positive in FY 2023-24, the recent rapid rate hike may have impact on credit. The agriculture sector may have badly impact due to El-Nino factor. The global downturn, its effect on exports and inadequate capacity utilization of Corporates that inhibits future expansion.

Indian economy was fastest growing economy in FY 2022-23 with estimated growth of 7.2 percent. (as per NSO), higher than the trend rate and the growth of the other major economies. As per the Economic Survey, the economy is expected to grow at the rate of 6.5 percent in FY 2023-24 on the back of robust revival of agriculture, services, consumptions, stable corporate performance and increased capital expenditure by the government. India is currently 5th largest economy in the global world. Indias underlying growth potential is fundamentally strong and macro- economic indicators are stable.

d. Risks and concerns:

i . Risk related of Raw Materials: Risks associated with key procurement relationships include:

a. the availability of raw materials, more particularly Iron & Steel ;

b. the price of raw materials may be subject to material changes in world-wide pricing levels;

c. Very high input costs such as freight and electricity and frequent fluctuation in raw material prices in the market ; and

d. key supplier relationships may be lost or impaired, contracts renewed on less favorable terms or exit of key suppliers from the market.

The Company plans well in advance to procure the raw materials from the domestic reputed supplier located in different parts of the country to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

The Companys internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The Audit Committee makes a note of the audit observations and takes corrective/remedial actions wherever necessary. It also maintains constant dialogue with statutory and internal Auditors to ensure that Internal Control system are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31st March, 2023, the Internal Financial Controls were adequate and operating effectively.

M/s. CNK & Associates LLP, Chartered Accountants, the Statutory Auditors formed an opinion that the Company has, in all material respect, an internal financial control with reference to financial statements of the Company and such internal financial reporting are operating effectively. The criteria for financial reporting as established by the Company considering the essential components of internal control as stated in the Guidance note on Audit of Internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountants of India and a report on the internal controls over financial reporting as defined in Section 143 of the Companies Act, 2013.

f. Discussion on financial performance with respect to operational performance:

Analysis of the profit and loss statement

Revenues : Revenue from operations reported 9.46% decrease from 14978.25 in 2021-22 to Rs 13561.64 in 2022-23. Other income of the Company reported negative growth of 37.14% in the year under review and accounted for 0.10% share of the Companys revenues reflecting the Companys dependence on its core business operations.

Expenses : Total expenses of the Company decreased by 12.37% from Rs. 13783.42 Lacs in 2021-22 to Rs. 12078.20 in 2022-23 due to reduction in raw material price. Employees expenses accounted for 5.81% of the Companys revenues and increased by 1.68% from 776.22 Lacs in FY 2021-22 to Rs.789.30 Lacs in FY 2022-23.

Analysis of the Balance Sheet Sources of funds.

• The net worth of the Company increased from Rs. 2371.22 Lacs as on 31st March, 2022 to Rs. 3477.99 Lacs as on 31st March, 2023 owing to increase in reserves and surpluses.

• Finance costs of the Company decreased from Rs.292.01 Lacs as on 31^st March, 2022 to Rs.191.21 Lacs as on 31^st March, 2023 due to better utilization of working capital at competitive rate of interest, expediting the recovery from debtors and better inventory utilization in production and sales. .

Application of funds.

Fixed assets including lease hold land (gross) and Capital work in process of the Company increased by 79.50% from Rs. 1449.85 Lacs as on 31^st March, 2022 to Rs. 2602.54 as on 31^st March, 2023 due to expansion of new plant at Dahej.

Other non-current assets.

Other non-current assets of the Company increased from Rs. 29.03 Lacs as on 31^st March, 2022 to Rs.39.36 Lacs as on 31^st March, 2023 due to advances paid for expansion project of the Company.

Working Capital Management.

• Current assets of the Company decreased from Rs. 4666.72 Lacs as on 31^st March, 2022 to Rs.3765.60 Lacs as on 31^st March, 2023. The current ratios of the Company stood at 1.56 compared to 1.47 in 2021-22 shows sufficient margin for working capital margin.

• Inventories including raw materials, work in progress and finished goods among others decreased by 18% from Rs.1051.90 Lacs as on 31^st March, 2022 to Rs.871.86 Lacs as on 31^st March, 2023. Inventory cycle days increased from 20 days of turnover equivalent in FY 2021-22 to 26 days of turnover equivalent in 2022-23.

• Trade receivables decreased by 3.62% from Rs. 2505.06 Lacs on 31^st March, 2022 to Rs.2414.40 Lacs as on 31^st March, 2023. More than 99.68% of the receivables are considered good. The Company debtors turnover cycle is 66 days due to marginally lower turnover during 2022-23 compared to 58 days in FY 2021-22. The main reason for decrease in trade receivables are due to lower sales in Second half of the financial year of 2022-23.

• Cash & bank balance of the Company decreased from Rs.1.14 Lacs as on 31^st March, 2022 to Rs.0.62 Lacs as on 31^st March, 2023.

Key Ratios

Particulars	F. Y. 2022-23	F.Y. 2021-22
Current Ratio	1.56	1.47
Debt-Equity Ratio	0.57	1.23
Debt-Service Coverage Ratio	1.96	4.17
Return on Equity Ratio	37.93%	47.67%
Inventory Turnover Ratio	14.10	18.59
Trade Receivable Ratio	5.51	6.39
Trade Payable Ratio	26.89	35.51
Net Capital Turnover Ratio	9.98	10.01
Net Profit Ratio	8.18	6.09
Return on Capital Employed	31.00%	28.25%

g. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play a pivotal role in offering better product quality and services to our customer. We ensure that employees gain ample opportunities for personal and professional growth. High quality recruitment supports the talent management practices of the Company. The Company continues to foster a high performance culture by recognizing good performers and providing them with career enhancing opportunities. Several HR initiatives have been taken for the strategic alignment of the HR function with the business objectives. These initiatives encompass employee engagement, learning & development besides improved internal communication mechanism with employees.

h. Cautionary Statement:

Statements made in this section describes the Companys objectives, projections, estimates, expectations which may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement on the basis of any subsequent development, information or events.

21. Remuneration Policy:

The Objective and broad framework of the Companys Remuneration Policy is to consider and determine the remuneration based on fundamental principles of payment for performance, for potential and for growth. The Remuneration policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the best talent . It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and key managerial Personnel which is approved by the Board of Directors, subject to the approval of the Shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to Directors, Key Managerial personnel and senior management personnel should involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its Goals. The Remuneration policy is placed on the Companys web site www.gujaratcontainers.com

Information about elements of remuneration package of Individual Directors is provided in the Annual Return as provided under Section92(3) of the Companies Act, 2013 which is placed on the website of the Company.

None of the Directors, Key managerial Personnel and any other employees of the Company, draw remuneration more than Rs. 120 Lakhs per annum or Rs. 8.50 Lakhs per month, hence being not applicable, details of the employees, as are required under Companies ( Appointment and Remuneration of Managerial Personnel), Rules 2014 are not furnished.

22. Risk Management:

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Corporate Social Responsibility (CSR):

The Companys CSR Policy framework formulates the mechanism for undertaking various programs in accordance with Section 135 of The Companies Act 2013. The Company primarily intends to focus on three major areas Education, Rural development and Community Health care.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company had to spend a sum of Rs.11.38 Lacs on CSR activities during financial year 2022-23. As per recommendation of CSR Committee, the Company had spent following amounts towards CSR activities.

Sl.No.	Name and Description of main products/ services	Amount ( Rs. In Lacs)
1.	Contribution to Prime Ministers Citizen Assistance and Relief in Emergency situations Fund( P M Cares Fund )	10.88
2.	Shree Krishna Pranami Nijanand Sevasram (Medical Equipment for dental treatment)	0.50
	Total	11.38

The report on CSR activities carried out during the financial year ended 31st Mach, 2023 in the format prescribed under the Companies (CSR Policy) Rules, 2014 is annexed herewith as Annexure C.

The CSR policy of the Company is placed on the website of the Company (www. gujaratcontainers.com).

24. Safety, Environment and Health:

The Companys commitment to excellence in Health and Safety is embedded in the Companys core values. The Company has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programs are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy. The policy of the Company is placed on the website of the Company(www.gujaratcontainers.com)

No complaint was received from any employee during the financial year 2022-2023, which needs redressal.

26. Vigil Mechanism/ Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (Act), the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy in place since 2004 to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Companys Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The policy also establishes adequate mechanism to enable employees report instances of leak of unpublished price sensitive information. The Audit Committee of the Company oversees the implementation of the WhistleBlower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website www.gujaratcontainers.com. During the year, no person has been declined access to the Audit Committee, wherever desired.

27. Code of Conduct:

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companys website www.gujaratcontainers.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration with regard to compliance of Code, is NOT furnished, in view of its non-applicability.

28. Prevention of Insider Trading:

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.gujaratcontainers.com. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

29. Corporate Governance Report:

The Report on Corporate Governance as required under Section 204 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report is enclosed as Annexure D.

The requisite certificate from M/s. Jayesh Vyas & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated is attached to the Report on Corporate Governance.

30. Deposits from Public:

The Company has neither accepted nor renewed any deposits from public during the year under review and that there were no outstanding / unclaimed or unpaid deposits as at the close of financial year.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company is serious in conserving energy by reducing consumption of power by implementing closed monitoring over plan running and adequate maintenance of electric components of plants and other machinery.

During the year under review, the Company has installed solar plant unit for Rs.94.37 Lacs at Savli Plant. This will reduce the energy charges

Technology absorption: Your Company has not taken new technology for absorption and hence it has neither imported any technology nor made any expenditure on research and developments. The Company does not carry out any research and development activities.

Foreign Exchange Earnings and Outgo: There was no inflow or outflow of foreign exchange, during the year under review.

32. Particulars of Employees and related disclosures:

No employee or Directors is being paid any remuneration exceeding Rs. 8,50,00/- p.m. and/or Rs. 102 Lakhs p.a. However disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Rules, 2014, is annexed herewith as Annexure E.

33. Other Disclosures:

a) The properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

b) The Company has not accepted/renewed any deposits.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees

d) In the opinion of the Board, the Independent Director re-appointed is a person of integrity and possess expertise, experience and proficiency.

e) No significant or material order were passed by the Regulations or Courts or Tribunals which impact the going concern status and Companys operations in future.

f) No fraud has been reported by the Auditors to the Audit Committee or the Board.

g) The Company has not appointed any woman at the plant level or in office (except whole time director) the question of Sexual Harassment of Women does not arise.

h) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy

i) No settlement has been done with bank or financial institutions.

34. Share Capital:

The paid-up equity share capital of the Company as at 31st March, 2023 is Rs. 5,65,00,000. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

35. Auditors:

(i) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. CNK & Associates LLP, Chartered Accountants Firm Registration Number (FRN): 101961W/W10036 as the Statutory Auditors of the Company by the members at their 30th Annual General Meeting held on 24th September, 2022 to hold office for a term of five (5) years i.e. till the conclusion of the Annual General Meeting for the financial year 2026-27.

The Auditors Report for the financial year 2022-23 does not contain any qualifications, reservations or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

(ii) Secretarial Auditors:

The Board of Directors appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report of Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates, Practicing Company Secretaries for the financial year 2022-23, is annexed herewith as Annexure F.

The Secretarial Audit Report does not contain any qualification and reservation but contain one adverse remark that approval of the shareholders for reappointment of Mr. Ashwin Kantilal Shah for the second term, is not being sought within a span of 3 Months or next Annual General Meeting whichever is earlier. Except the same, the Company has complied with the applicable provisions of the SEBI ( LODR) and Secretarial Standards. In reply to the said adverse remark, the Board wishes to place on record that Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D, and E of Schedule V of SEBI ( LODR) Regulations, 2015 , relating to Corporate Governance, were not applicable to the Company earlier and became applicable only from the date of 29th April, 2013 , the date of approval of Financial Statement by the Board, subject to the adoption thereof by the Shareholders. However, as an abundant caution report on Corporate Governance is annexed with this report.

(iii) Internal Auditors:

The Board of Directors appointed M/s. K. R. Associates., Chartered Accountants, as Internal Auditors of the Company for the financial year 2023-24.

(iv) Cost Auditors

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. Y S Thakar & Associates, Cost &Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company relating to the products falling under packaging items for the financial year 2023-24.

36. Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For and on behalf of the Board of Directors,

Date: 04.08.2023	Kiran Shah
Place: Vadodara	Chairman & Managing Director