Gujarat Intrux Ltd Directors Report.

TO,

The Members of,

GUJARAT INTRUX LIMITED

Your Directors have pleasure in presenting 28 Annual Report of the Company together with Audited Financial Accounts for the year ended on 31 March, 2020.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakhs)

Particulars 2019-20 2018-19
Net Income from Operation and Other Income 4869.53 4062.52
Profit/ (Loss) Before Interest, Depreciation & Taxation 755.12 730.74
Less: Interest and Financial expenses 10.86 9.91
Depreciation & Amortization 121.30 110.10
Profit/(Loss) Before Taxation 622.96 610.73
Less: Provision for Taxation 144.96 169.88
Add/Less: Prior Year Adjustment 0.00 0.00
Net Profit/(Loss) Available 478.00 440.84

REVIEW OF BUSINESS OPERATION AND STATE OF COMPANIES AFFAIRS

Global growth is projected by World Economic Outlook at -4.9% in June 2020, 1.9% points below the April 2020. Foundries will have to play vital role in rapidly expanding Indian Economy. In the last month of financial year, COVID-19 hit the global economy rapidly. Somehow Steel Industry also affected due to pandemic. Because of the Covid-19 global pandemic the focus of the Company immediately shifted to ensuring well-being of the health of the workers and employees of the Company.

In the Financial Year 2019-20, Your Company was in uphill with 19.86% raise in the income from operations and other income and the profitability of the Company noted upward by 8.43% in comparison to last year. Overall percentage of profitability and revenue uphill but Company could achieve more if situation of like pandemic doesnt exist. However, even in the situation like pandemic, Company Putting best efforts to maintain upward and positive trends on the business operations of the company. The 2020 paradigm shift will enlighten the Foundrymen about what the future holds the tremendous changes that will unfold, and how to prepare for these.

In 2021 global growth is projected at 5.4%. Overall, this would leave 2021 GDP some 6.5% points lower than in the pre- COVID-19 projections of January 2020.

TRANSFER TO RESERVE

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review and accordingly no amount has been transferred to General Reserve for the Financial Year ended on March 31, 2020.

DIVIDEND

Your Board has always strive to give benefit in form of dividend to the Members of the Company and though the Current situation is very disrupted and there is slowdown of economic activity due to the outbreak of Coronavirus (COVID-19) pandemic globally and in India too, still considering the financial results of the Company for the year ended on 31st March, 2020, we are pleased to recommended the Final Dividend of Rs. 3/- per equity share having the face value of Rs. 10/- each (i.e. 30% of face value)for the financial year ended on March 31, 2020, payable to those shareholders whose name appear in the Register of Members as on the Record date. This final dividend is subject to approval of Members at 28th Annual General Meeting.

CHANGE IN NATURE OF BUSINESS

During the year there is no change in the Business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING

OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes and commitments, if any, affecting the Financial Position of the Company, having occurred since the end of the year and till the date of the Report.

CAPITAL STRUCTURE

Your company has not issued any Equity Shares during the year under review and there is no change in the Capital Structure of the Company during the year 2019-20.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUACTON AND PROTECTION FUND/AUTHORITY

During the year under review, the Company has transferred unpaid dividend for the year 2011-12 amounting Rs. 1,79,682/- and 17301 equity shares of which dividend remained unpaid/unclaimed for 7 years (year 2011-12) during the consecutive seven years to the IEPF Authority.

Shareholders/claimants whose shares/unclaimed dividend of the year 2011-12 has been transferred to the IEPF Authority as the case may be, can claim the shares or apply for refund by making application to the IEPF Authority in IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

Details of the shares/shareholders in respect of which dividend has not been claimed and whose shares has been transferred to IEPF Authority is available on the Website of the Company at www.gujaratintrux.com Nodal-officer (IEPF): Mr. Jay K. Rathod, Company Secretary, GUJARAT INTRUX LIMITED, Survey No. 84/p, 17 K.M., Rajkot-Gondal Road, Village: Shapar, Taluka: KotdaSangani, District: Rajkot-360 024, Gujarat. investor@gujaratintrux.com, jay.r@gujaratintrux.com, Phone No. 02827-252851/52.

HOLDING/SUBSIDIARY/ASSOCIATE

The Company has no Holding, Subsidiary and Associate Company.

OVERVIEW OF THE INDUSTRY, EXTERNAL ENVIRONMENT & ECONOMIC OUTLOOK

World Economic Outlook has projected growth of India is -4.5% for 2020 and 6.0% for 2021. Futuristic developments are hard to assume as worldwide lockdown due to COVID-19 pandemics slowed down the world economy. This will also impact India too. India is causing disturbance and slow going of all economic activities, India has started Bouncing Back process and almost all industrial unit of India has unbalanced financial as well as non financial position.

Gujarat Intrux Limited has also faced disruptions on operating and non-operating cycle. Government of India has imposed nationwide lockdown to prevent COVID-19 community spread and it significantly impact the business operations of the company by way of interruption in production, supply chain disruptions, unavailability of personnel, non-availability of raw-materials, etc this blow has push everyone to a Starting Line. But to bounce back is the aim of business and world economy has observed harmful slowdown even before COVID-19, although it has got the track right. Getting back to Normalcy, and probably doing better than what it was pre-lockdown. We should certainly not get disheartened.

Your Company is committed towards of its entire customer, all stakeholders and all other government and non-government institutions and for that company is putting various efforts to maintain balanced situation with minimal disturbance. Your Company has positive attitude towards the future aspects and expects/assure that company will recover from pandemics impact very soon. Some parts of the content are taken from sources like World Bank, IMF, Business Magazines and other valuable institute & organization.

DEPOSIT

The Company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS

The Company has not given any loan, Guarantee and has not made any investments during the year under review. Your Company has not made any transactions falling under the ambit of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSCATIONS

The Company has entered into transactions with Related Parties in the ordinary courses of business at Arms length basis. Particulars of contracts or arrangements with related parties referred in to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appeared as Annexure 02 of the Boards Report.

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Board has framed systematic policy for controlling main aspect of the business called Finance and also has implemented controlling measures for it. The board is duty bound to have best and well organized Internal Financial Controls in the Company.

Your Company has implemented Periodic Review Mechanism as part of Internal Financial Controls to review receivables, inventories, tangible and intangible assets, investments and other financial parameters for the financial year 2019-20. The well organized financial controls have proper system and framework to implement it effectively which is aligned with the Companys polices and ethics. Your Company has put more emphasis on effective financial controls which in returns helps the Company to run the business effectively without financial crunches. The main idea behind effective financial control is prevention and detection of frauds and errors, assets controls, adherence to accounting policies and safe keeping of accounting records & information. Your Company has in place such reliable Internal Financial Control System.

The Company has also appointed in house Internal Auditor pursuant to provision of section 138 of the Companies Act, 2013 who also looking towards the Internal Financial Control. The Report of Internal Auditor is submitted to the Audit Committee and Board quarterly.

INSURANCE

The assets of the Company including buildings, plant & machinery, stocks, additionally public liability etc. Wherever necessary and to the extent required have been adequately insured against various risk. Moreover, Company is also securing personal health of its employees by taking various insurance like workman compansation, group personal accident and group mediclaim including Covid-19.

SEGMENT REPORTING

The Company is engaged in the Casting business only and therefore there is only one reportable segment in accordance with the Accounting standards on segment reporting IND-AS 108 (Operating Segment).

INDUSTRIAL RELATIONS AND HUMAN RESOURCES

The strength of the company is lies on the manpower of the company. The employees of the Gujarat Intrux Limited are treated as valuable assets and the first priority of the company is to take emphasis on the well-being of the employee. The satisfactory work force is the key to climb a mountain of glory in the competitive era.

Next move after lockdown was to get "NEW NORMAL". Today we are faced with a paradoxical proposition of Lives vs Livelihood. We are left with no option but to learn to live with the virus and carry on our march forward. Its a fine balancing act that would need deft handling, by the people and Government alike. Survival of the fittest will be the mantra as move to the other side.

Your Company has very polite attitude towards the employees of the company even in the critical situation like COVID-19 pandemic; Gujarat Intrux Limited has framed various safety policies/Standard Operating Procedures to protect the lives of the employees and as per the prescribed norms of Government and as well as assured their job and financial aspects by making timely payment of salaries and wages. Gujarat Intrux limited has retained all of their employees during the crunch situation and made timely payment during lockdown and for the year under review.

The Companys relation with human resource continued to be cordial during the year under review. The Board acknowledges their valuable service and promises for better growth together and safe & energetic environment at workplace.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has in place a policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year no complaints were received by the Company. Your Company has always believed in providing a safe and harassment free workplace for every individual working in Gujarat Intruxspremises through various interventions and practice. The policy on prevention of sexual harassment is placed on the website of the company at http://www.gujaratintrux.com/investors.php.

It is hereby stated that company has complied with provision relating to the constitution of Internal Complaints Committee under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details required under Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provision of Section 197(12) of the Act read with Rules 5 (1) (2) &(3) is attached with this report as Annexure 03 of the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 and amendments thereof is presented in separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE

Gujarat Intrux Limited is committed to conforming to the highest standards of Corporate Governance in the society and country. The Company has put more emphasis on good corporate governance practice with the prime objective of protection of interest of stakeholders, to deal fairly with all and to give back to the society and at the same time enhance the wealth of the shareholders. Good Corporate Governance practice recognizes that the Board is accountable to all shareholders and that each member of the Board owes his/her first duty for protecting and furthering the interest of the Company. Your company is committed to ethical corporate governance practices and adheres to the corporate governance requirements set out by Companies Act, 2013 and SEBI. A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed herewith Annexure 04 of the Boards Report. Corporate Governance Report forms part of Annual Report.

CEO & CFO CERTIFICATION

Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO & CFO Certification for preparation of financial statements etc., is forming part of Corporate Governance report as annexed to this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board has met four (4) times during the year 2019-20 on the dates 14/05/2019, 29/07/2019,21/10/2019 and 23/01/2020 and the details of directors attendance is given in the report on Corporate Governance.

DIRECTORS AND KMP

Mr.Amrutlal J. Kalaria(DIN: 00246831) and Mr. Bharatkumar M. Dhorda (DIN: 00385769) Directors of the Company, retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer themselves for re-appointment.Brief profile of both the directors seeking re-appointment and other terms of reappointment is given in Annexure 01 of the Boards Report.

On the recommendation of Nomination and Remuneration Committee, Board at its meeting held on 28th July, 2020 has reappointed Mr. Dhiraj D. Pambhar (DIN: 00187371),as Managing Director for a further period of five (5) years w.e.f 01st November, 2020, Subject to approval of Members at the Ensuing General Meeting and as such it is proposed before the Members at this ensuing Annual General Meeting to approve for re-appointment of Mr. Dhiraj D. Pambhar(DIN: 00187371) as Managing Director for a further period of five (5) years w.e.f 01st November, 2020 and brief details of his terms of reappointment including remuneration is given in Annexure 01 of the Boards Report. In Furtherance, during the year, at the 27th Annual General Meeting convened on 17th September, 2019, Members have approved for re-appointed of following Independent Directors for a sectiond term of Five (5) i.e. from September 17,2019 till September 16, 2024 years by way of passing of special Resolution:

1) Mr. Rameshbhai Mohanbhai Bhimani (DIN: 02721760)

2)Mr. Narendrabhai Chunilal Pithadia (DIN: 02803431)

3) Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122)

4)Ms. Rina Lalitbhai Adhiya (DIN 06957977)

5) Mr. Gajanan Rajaram Kamat (DIN 02270125)

Rest, there were no changes in the Board of the Directors of the Company and Key Managerial Personnel during the year 2019-20.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

It is hereby stated that:

(a) that necessary declaration with respect to independence has been received from all the Independent Directors of the company under section 149(7) of the Companies Act, 2013 that he/she meets with criteria laid down under section 149(6) of the Companies Act, 2013.

(b) that the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, and positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report which forms part of this Annual report and said policy is placed on the website of the Company at http://www.gujaratintrux.com/investors.php. Further, information about Managing Directors remuneration and directors sitting fees has also disclosed in the same report.

BOARD EVALUATION

As per Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has made the annual evaluation of its own performance and also of its committees and individual Directors. The performance of the board evaluated by the Board after seeking inputs from all the directors and performance of the committees also evaluated by the board after seeking all inputs regarding committees and its members. In the separate meeting of independent Directors, the performance of non-independent directors, the board as whole including Chairman of the Company was evaluated. The Board and Nomination and Remuneration committee reviewed the performance of individual directors on the basis of different criteria. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated. Evaluation parameters generally are knowledge and competency, duties and responsibilities under the Code of Conduct, integrity and participation at the Board Meeting etc.

COMMITTES OF THE BOARD

At present the Company is having five (5) Committees as mentioned below:

1) AUDIT COMMITTEE:

The Company has an adequately qualified Audit Committee constituted in accordance with the provision of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. All the Recommendations of the Audit Committee were accepted by the Board.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Company has also constituted Nomination and Remuneration Committee Pursuant to section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

To consider and resolve the Grievances of stakeholders, the company has framed Stakeholders Relationship Committee in accordance with the provision of section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your Company has duly constituted CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013. During the year 2019-20, Company has spent CSR Expenditure on activities specified in Schedule-VI of the Companies Act, 2013 and details of the same is given separately in this Boards Report.

5) RISK MANAGEMENT COMMITTEE:

The Company has voluntarily framed Risk Management Committee which mainly aims at identification of Risk level at various stages of Business operations/activities and to manage the Risk and Evaluation.

The details of composition of committees, Terms of Reference and other relevant details are disclosed in the Report on Corporate Governance.

STATEMENT FOR COMPLIANCE OF APLLICABLE SECRETARIAL STANDARDS

We the Directors of the Company hereby states the Company has complied all applicable Secretarial Standards to the extend its applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors confirm to the best of their knowledge and belief;

a) that in the preparation of the annual accounts for the year 2019-20, the applicable accounting standards had been followed and there were no material departures in the preparation of the annual accounts;

b) that such accounting policies have been selected and applied 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 2019-20 and the profit and loss of the company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other obligations;

d) that the directors had prepared the annual accounts for the year ended 31st March, 2020 on going concern basis;

e) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

f) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

M/s. Chandabhoy & Jassobhoy, having firm Registration No. 101648W, Chartered Accountants, Ahmedabad were appointed as Statutory Auditor of the Company, to hold office till conclusion of the Annual General Meeting concerning of the financial year 2021-22.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold as statutory auditor of the Company. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate by the Peer Review Board of the ICAI.

STATUTORY AUDITOR S REPORT

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

SECRETARIAL AUDITOR

Pursuant to Provision of section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. K. P. Rachchh & Co., Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2019-20.

SECRETARIAL AUDIT REPORT

Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations, 2018. The report does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Report for the financial year ended on March 31st, 2020 is annexed herewith to this Report in the prescribed format i.e. MR-3 as Annexure 05 of the Boards Report.

COST AUDIT

The Company is not required to conduct Cost Audit as required under section 148 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed form i.e. MGT-9 is appended as Annexure 06 to the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of section 135 of the Companies Act, 2013, your company has already constituted Corporate Social Responsibility (CSR) Committee to perform social duty and spread welfare towards the society at large. Company has framed CSR Policy and the same is displayed on the Website of the Company at http://www.gujaratintrux.com /investors.php. In the year 2019-20, Company was required to Spent Rs. 8,17,495/- and has spent Rs. 8,51,000/- toward the Education sector. Details of the composition of Committee, Expense to be incurred, Expenses made is disclosed in Annual Report on CSR Activities, attached as Annexure 07of the Boards Report. During the year, CSR Committee has met two (2) times on 14th May, 2019 and 26th September,2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Companys operations in future.

CONVERSATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY, ABSORPTION, FOREIGN EXCHNAGE

EARNINGS AND OUTGO

The information pertaining to conversation of energy, technology, absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 08 of the Boards Report.

RISK MANAGEMENT

The Company has voluntary framed Risk Management Committee who asses and develop and identify the elements of risk and reports to the Board. In furtherance various Risk elements and management of Risk is disclosed in the Management Discussion and Analysis Report which is attached separately and forms part of Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Gujarat Intrux Limited has framed Whistle Blower policy (vigil mechanism)which provides a format mechanism for all stakeholders, employees and directors of the company to approach the Ethics Counselors/CEO/Chairman of the Audit Committee of the company and make protective disclosures about the unethical behavior towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Companys Code of Conduct. The Whistle Blower Policy is an extension of existing Code of Conduct of the Company, which requires every employee, director, stakeholder to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. Under the Policy, each Stakeholders, Employees and Directors of the Company has an assured access to the Ethics Counselors/CEO/Chairman of the Audit Committee. Whistle Blower Policy is available at the website of the Company http://www.gujaratintrux.com/investors.php.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the continued co-operation and undoubted services rendered by their valuable customers and suppliers. The Directors further expressing their sincere appreciation for the continued cooperation, support and assistance during the year under report by the Bankers of the Company including Governments and Government agencies. The Board of Directors also wishes to praise the efforts and contribution made by the employees at all levels during the year under report. Stakeholders support is also acknowledged by the Management of the Company.