gujarat inject kerala ltd share price Directors report

To

The Members of

Gujarat Inject Kerala Limited

Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended on March 31, 2023.

Financial Performance (in Hundreds )

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	17376.62	2260.00
Other Income	43254.10	4822.40
Total Income	60630.72	7082.40
Operating Expenditure before Finance Cost, Depreciation and Amortization	55076.67	6785.36
Earnings before Finance Cost, Depreciation and Amortization	5554.05	297.04
Less: Finance Cost	5.01	2.06
Depreciation and Amortization Expenses	0.00	0.00
Profit/(Loss) before Tax	5549.04	294.98
Less: Tax Expense	1444.40	74.00
Profit/(Loss) after Tax (PAT)	4104.64	220.98

Review of Performance

In the financial year 2022-23, the Company earned Rs. 17376.62 Lacs from revenue from operations compared to Rs. 2260.00 Lacs to that of previous financial year 2021-22. The Company has earned profit after tax of Rs. 4104.64 Lacs during the financial year 2022-23 as compared to loss of Rs. 220.98 Lacs in the financial year 2021-22. The Board of Directors expects a growth in the Revenue from Operations and ultimately an increase in the Net Profit over the upcoming Financial Years.

Dividend & Reserves

Your Directors regret to recommend any dividend for the year 2022-23 (previous year Nil).

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the Balance Sheet.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at 7,00,00,000 divided into 7000000 Equity Shares of 10 each and the Paid-up Share Capital stands at 4,88,48,000 divided into 4870600 Equity Shares of 10 each fully paid-up and 28400 Equity Shares of 10 each partly paid-up. There has been no change in the share capital during the period ended 31st March, 2023.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

During the Financial Year 2022-23, the Board of the Company comprises of four Directors out of which one is Whole Time Director, one is Non-Promoter Non-Executive Director and rest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

				No. of Committee^
Name of Director	Category Cum Designation	Date of Appointment at current term	Total Directorship in other Companies~	In which Director is Member	In which Director is Chairman	No. of Shares held as on 31st March, 2023
Mr. Murli Nair	Whole Time Director	June 15, 2019	1	1	-	91,037 Equity Shares
Ms. Reena Mahatma	Non-Executive Director	September 30, 2016	5	1	-	1,05,375 Equity Shares
Mr. Gautam Chauhan	Independent Director	October 1, 2020	2	2	-	64,258 Equity Shares
Mr. Narayansinh Chauhan	Independent Director	October 1, 2020	6	8	3	-

~ Excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs.

^Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013. None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 10 (Ten) times viz; May 28, 2022; July 29, 2022; August 13, 2022; August 23, 2022; September 14, 2022; October 31, 2022; November 10, 2022; February 10, 2023; March 15, 2023 and March 31, 2023. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director	Mr. Murli Nair	Ms. Reena Mahatma	Mr. Gautam Chauhan	Mr. Narayansinh Chauhan
Number of Board Meeting held	10	10	10	10
Number of Board Meetings Eligible to attend	10	10	10	10
Number of Board Meeting attended	10	10	10	10
Presence at the previous AGM	Yes	Yes	Yes	Yes

Changes in Directors

During the Financial year 2022-2023, there was no change in the Directorship of the Company.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Mr. Murli Shivshankaran Nair (DIN 02243039), Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment as such. The Board of Directors recommends his appointment on the Board.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this report, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on February 10, 2023 to review the performance of Non-Independent Directors and Board as whole and of the chairman and assess the quality, quantity and timeliness of flow of information between Company Management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.gujaratinject.in. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Murli Nair who is acting as Whole Time Director and Chief Financial Officer of the Company and Mr. Monil Shah as Company Secretary and Compliance Officer. During the Financial Year 2022-23, Mr. Monil Shah has resigned as the Company Secretary and Compliance Officer of the company w.e.f. March 15, 2023.

Performance 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. o 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. o 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, effectiveness of committee meetings, etc. o The board and the nomination and remuneration committee 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 performance of chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive 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.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had 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) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Six (6) times during the financial year 2022-23 viz; May 28, 2022; July 29, 2022; August 13, 2022; ; November 10, 2022; February 10, 2023 and March 31, 2023. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2022-23
Mr. Narayansinh Chauhan	Chairman	6
Mr. Murli Nair	Member	6
Mr. Gautam Chauhan	Member	6

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 the 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. The Whistle Blower Policy of the Company is available on the website of the Company at www.gujaratinject.in.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, the Nomination and Remuneration Committee met Two (2) times viz; October 10, 022 and February 10, 2023, to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2022-23
Mr. Narayansinh Chauhan	Chairman	2
Ms. Reena Mahatma	Member	2
Mr. Gautam Chauhan	Member	2

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-?-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.gujaratinject.in.

3. Stakeholders Grievances and Relationship Committee

The Company has constituted Stake holders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship Committee met Two (2) times during the financial year 2022-23 on October 10, 022 and February 10, 2023,.The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2022-23
Mr. Narayansinh Chauhan	Chairman	2
Ms. Reena Mahatma	Member	2
Mr. Gautam Chauhan	Member	2

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31^st March, 2022.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st

March 2023 is available on the Companys website at www.gujaratinject.in

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company and the date of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo A. CONSERVATION OF ENERGY i.) The steps taken or impact on conservation of energy: None ii.) The steps taken by the Company for utilizing alternate sources of energy: None iii.) The capital investment on energy conservation equipment: None

B. TECHNOLOGY ABSORPTION i.) The effort made towards technology absorption: None ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: None iii.) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - a. The details of technology imported: None b. The year of import: None c. Whether the technology has been fully absorbed: None d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None iv.) The expenditure incurred on Research and Development: None

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE: i.) Details of Foreign Exchange Earnings: Nil ii.) Details of Foreign Exchange Expenditure: Nil

Disclosure of Remuneration

The Company has not paid any remuneration to Directors of the Company and accordingly disclosures for remuneration is not provided.

Internal financial control

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm Registration No. 118330W), were appointed as Statutory Auditors of the Company to hold office from the Conclusion of the 30^th Annual General Meeting (AGM) till conclusion of the 35^th Annual General Meeting (AGM) of the company. The Auditors Report on the accounts of the Company for the financial year ended on March 31, 2022 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.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. anand lavingia, practicing company secretary, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as

Annexure - A.

The above reports contain remark regarding (1) Company Secretary as required under Section 203 of the Companies Act, 2013 has resigned w.e.f. March 15, 2023; (2) Independent Directors of the Company have not registered themselves in the Independent

Directors Data Bank as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014; (3) The Company had not appointed qualified Company Secretary as Compliance Officer as required under Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 since March 15, 2023; (4) The Company has not intimated to shareholders whose folio do not contain minimum details which are required in case of physical holding as provided in SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021; (5) Proof of Newspaper Advertisement is not available with the Company; (6) Ben-pose was blocked for the December quarter due to that some of the quarterly compliances were lately filled to the stock exchange.(7) Status of Statutory Auditor of the company has not peer reviewed their firm.

Your directors submit that the Company takes following measures to timely comply with the entire requirements:

Company is in process to find and appoint suitable candidate as company secretary of the company. Company has paid all the pending dues of the depositories and got released all the benposes. Company has asked auditor to make their firm peer reviewed. We have made advertisements for asking physical shareholders to update their details as per new regulations. Company is in process to appoint suitable candidate for company secretary in due course.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatory comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review; (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v) There is no revision in the Board Report or Financial Statement; (vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future; (vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.

Registered office:		By order of the Board of Directors
Building No. XVII/1103 at Sarayu Arcade		For, GUJARAT INJECT KERALA LIMITED
Satrapadi, Kanjikode, Palakkad Kerala - 678621		CIN: L18100KL1991PLC005926
India
	Reena Mahatma	Murli Nair
Place: Baroda	Non-Executive Director	Whole Time Director
Date: September 07, 2023	DIN: 02846012	DIN: 02243039

SECRETARIAL AUDIT REPORT Form No. MR-3

For the financial year ended March 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members of

Gujarat Inject Kerala Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gujarat Inject Kerala Limited (hereinafter 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, read with Annexure - I forming part of this report, the Company has, during the audit period covering the financial year ended on March 31, 2023, generally 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 examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022 according to the provisions of: i. The Companies Act, 2013 ("the Act") and the rules made there under as applicable; 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. 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 (Depositories and Participants) Regulations, 2018; (d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with BSE Limited (BSE); v. The Revised Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules made there under, Regulations, guidelines etc. mentioned above except followings;

1. Company Secretary as required under Section 203 of the Companies Act, 2013 has resigned w.e.f. March 15, 2023;

2. Independent Directors of the Company have not registered themselves in the Independent Directors Data Bank as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014;

3. The Company had not appointed qualified Company Secretary as Compliance Officer as required under Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 since March 15, 2023;

4. The Company has not intimated to shareholders whose folio do not contain minimum details which are required in case of physical holding as provided in SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021;

5. Proof of Newspaper Advertisement is not available with the Company;

6. Ben-pose was blocked for the December quarter due to that some of the quarterly compliances were lately filled to the stock exchange.

7. Status of Statutory Auditor of the company has not peer reviewed their firm.

Additionally, I have relied on the representations made by the Company for systems and mechanisms formed by the Company for compliances under sector specific laws and regulations applicable to the Company other than those specifically provided above. During the Period under review, provisions of the following Acts, Rules, Regulations, and Standards are not applicable to the Company, i. 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; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Bigshare Services Private Limited as Registrar & Share Transfer Agent as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; ii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009) and circulars/ guidelines/Amendments issued there under; iii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; iv. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile

Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014) and circulars/ guidelines/Amendments issued there under; v. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and vi. The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings.

I further report that

The Board of Directors of the Company is duly constituted with Executive Directors, Non-Executive Director, Independent Directors and Woman Director in accordance with the act except non-registration of Independent Directors of the Company in the

Independent Directors Data Bank due to which the status of Independent Directors may not be considered as such. There is no change in the composition that took place during the period under review. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent 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.

	Anand Lavingia
	Practicing Company Secretary
Date: September 07, 2023	ACS No.:26458 COP No.:11410
Place: Ahmedabad	Peer Review Certificate Number: 1589/2021
	UDIN: A026458E000967497
Note: This Report is to be read with my letter of even date which is annexed as Annexure - I and forms an integral part of this report.

To,

The Members

Gujarat Inject Kerala Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis, on the records and documents provided by the Management of the Company, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. In respect of laws, rules and regulations other than those specifically mentioned in my report above, I have limited my review, analysis and reporting up to process and system adopted by the Company for compliance with the same and have not verified detailed compliance, submissions, reporting under such laws etc. nor verified correctness and appropriateness thereof including financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards and its proper and adequate presentation and submission in prescribed formats is the responsibility of management. My examination was limited to the verification of procedures on test basis and not its one to one contents.

6. The Secretarial Audit report is neither an assurance as to compliance in totality or the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	Anand Lavingia
	Practicing Company Secretary
Date: September 07, 2023	ACS No.:26458 COP No.:11410
Place: Ahmedabad	Peer Review Certificate Number: 1589/2021
	UDIN: A026458E000967497