Gujarat Intrux Ltd Directors Report.
Your Directors have pleasure in presenting the 27th Annual Report of the company together with the Audited Financial Accounts for the year ended on 31st March, 2019.
(Rs. in Lakhs)
|Net Income from Operation and Other Income||4062.52||3622.15|
|Profit/ (loss) Before Interest, Depreciation & taxation||730.74||616.61|
|Less: Interest and financial expenses||9.91||26.34|
|Depreciation & Amortization||110.10||103.67|
|Profit/(Loss) Before Taxation||610.73||486.60|
|Less: Provision for Taxation||169.88||143.11|
|Add/ Less: Prior Year Adjustment||0.00||0.00|
|Net Profit/(Loss) Available||440.84||343.49|
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
The business environment in general and in particular steel industry remained persistent in the year 2018-19, no sign of mountain high felt in the industry, the global business cycle turn around and structural factors provided fundamental support to steel demand.
In the Financial year 2018-19, Your Company was in uphill with the 12.16% raise in the Income from operations and other income, Gujarat Intrux has achieved attained a decent growth in revenue and profitability. The profitability of the Company noted upward by 28.34% in comparison to previous year.
This robust domestic and overseas demand, focused cost reduction and quality castings helped the Company deliver strong profitable performance and consequently the Companys profitability improved during FY 2018-19. This momentum is likely to be continued in the next year too with combined efforts in all the respective areas and market support.
Your company has not issued any equity shares during the year under review.
Keeping in mind Companys financial performance, Your Board of Directors has recommended the Final Dividend of Rs. 2/- per equity share having face value of Rs.10/- each (i.e. 20% of face value) for the financial year ended on March 31, 2019. This Final Dividend is subject to the approval of Members at the 27th Annual General Meeting.
TRANSFER TO RESERVE
No amount has been transferred to General Reserve for the financial year ended on March 31, 2019.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND/AUTHORITY
During the year under review, Company has not transferred any unpaid/unclaimed Dividend to the IEPF Authority and Share thereon.
Shareholders /claimants whose shares, unclaimed dividend pertaining to the year 2008-09, have been transferred to the IEPF Authority as the case may be, may claim the shares or apply for refund by making an application to the IEPF
Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.
Further, the Company shall be transferring the unclaimed Dividend for the financial year 2011-2012 to the IEPF Authority on or before November 30, 2019. The Company shall also be transferring the shares, on which the dividend has remained unclaimed for a period of seven consecutive years, to the IEPF Authority simultaneously on the same date. The Company has sent individual letters to the shareholders for claiming the said dividend and has also advertised the same in the newspapers in accordance to the Rules. Members are therefore requested to ensure that they claim the dividends referred above, before they are transferred to the said Fund.
Details of shares/shareholders in respect of which dividend has not been claimed and whose shares are going to be transferred to IEPF Authority is posted 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 : Kotda Sangani, District : Rajkot-360 024, Gujarat. firstname.lastname@example.org, email@example.com Phone No. 02827-252851/52.
The Company has no Holding, Subsidiary and Associate Company.
MATERIAL CHANGES AND COMMITMENTS
There were no Material Changes and Commitments affecting the Financial Position of the Company which have occurred during the Financial year 2018-19 to which the Financial statements relate and the date of the Report.
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, GUARANTEES OR INVESTMENTS
Your Company has not made any transaction forming part of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Company has entered into transaction with Related Parties in the ordinary course of business at Arms length basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended as Annexure 02 to the Boards report.
INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Board has framed effective system of controlling finance and also implemented effective internal control. The Board has overall command and liability for ensuring that Company has well organized system of Internal Financial Controls.
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2019
The Company has proper system and framework to implement effective Internal Financial Control to run the business without the financial crunches. Effective Internal Financial Controls has base of well-structured policies and procedures and which is aligned with the companys policies and ethics.
Core of internal financial control is prevention and detection of frauds and errors, assets control, adherence to accounting policies and safe keeping of accounting records & information. Your Company has in place such reliable Internal Financial Control System.
The assets of the Company including buildings, plant & machinery, stocks, etc. Wherever necessary and to the extent required have been adequately insured against various risk.
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 & HUMAN RESOURCES
No organization can survive without the satisfactory workforce, your Company is treating workforce as valuable assets, and their growth is the only key to climb a mountain of glory in the competitive era.
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 WOMEN 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 thereunder 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 Intruxs premises through various interventions and practices. 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 the company has complied with provisions 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 as required under Act read with Rule 5 of 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 provisions of Section 197(12) of the Act read with Rules 5(1) (2) & (3) is attached with this report as Annexure 03.
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.
Gujarat Intrux complies with the laws by understanding the true spirit of the laws, governing a Corporation with transparency and integrity is all we need for a country to achieve growth of the entire stakeholders. Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. Your Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirement 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. 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 report.
NUMBER OF MEETINGS OF THE BOARD
The Board has met six (6) times during the financial year 2018-19, details of which are given in the Report on Corporate Governance.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
During the year 2018-19, Mr. Mahendra K. Sheth (DIN: 00187266), has resigned as Independent Director of the Company due to his pre-occupancy w.e.f. 08th May, 2018 and Mr. Niteshkumar P. Patel (DIN:08116404) has been appointed as Additional Independent Director and regularized and appointed as Independent director as on 18th September, 2018.
Mr. Dhiraj Dharmshibhai Pambhar (DIN-00187371)and Mr. Ramankumar Devjibhai Sabhaya, (DIN-00569058), Directors liable to retire by rotation at forthcoming Annual General Meeting and being eligible offer themselves for reappointment.
Pursuant to the provisions of the Companies Act, 2013 ("the Act"), the members at their 22nd Annual General Meeting had appointed Mr. Rameshbhai Mohanbhai Bhimani (DIN: 02721760), Mr. Narendrabhai Chunilal Pithadia (DIN: 02803431), Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122) and Mr. Gajanan Rajaram Kamat (DIN 02270125), as an Independent Non-Executive Directors on the Board of the Company to hold office for five consecutive years upto the conclusion of the 27th Annual General Meeting of the Company. Ms. Rina L. Adhiya (DIN:06957977) appointed as an Additional Independent Director on September 27, 2014 in pursuance of Section 161 of Companies Act, 2013 and whose term of office expired at the twenty-third Annual General Meeting and her appointment was regularized at the 23rd Annual General Meeting to hold office of Independent Director with effect from September 27, 2014 till the conclusion of twenty-seventh Annual General Meeting of the Company and who is also eligible for re-appointment.
Accordingly, Mr. Rameshbhai Mohanbhai Bhimani (DIN: 02721760), Mr. Narendrabhai Chunilal Pithadia (DIN: 02803431), Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122), Mr. Gajanan Rajaram Kamat (DIN 02270125) and Ms. Rina L. Adhiya (DIN:06957977), are eligible for re-appointment as an Independent Non-Executive Director for the second term of five years from the date of Annual General Meeting of the Company to be held in the calendar year 2019.
Accordingly, pursuant to the provisions of the Act, and in respect of whom the Company has received a Notice in writing from a Member under Section160(1) of the Act proposing for the re-appointment of Mr. Rameshbhai Mohanbhai Bhimani (DIN: 02721760), Mr. Narendrabhai Chunilal Pithadia (DIN: 02803431), Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122), Mr. Gajanan Rajaram Kamat (DIN 02270125) and Ms. Rina L. Adhiya (DIN:06957977) as Independent Director for a further period of five years is placed for the approval of the Members through a Special Resolution at this 27th Annual General Meeting.
Brief Profile of Director being appointment/reappointment is given in Annexure 01 to the Boards report.
There was no change in Key Managerial Personnel during the year 2018-19.
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 crieteria of Independence laid down under section 149(6) of the Companies Act, 2013
(b) that the Independent Directors have complied with the Code for 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, 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 report and said policy is placed on the website of the Company. Further, information about Managing Directors remuneration and directors sitting fees has also explained in the same report.
As per Companies Act, 2013 Board has made annual evaluation of its own performance and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
COMMITTEES OF THE BOARD
At present the Company is having 5(Five) Committees as mentioned below:
(1) AUDIT COMMITTEE: The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of section 177 of the Companies Act, 2013 and Regulations 18 of SEBI (LODR) Regulations, 2015.
Composition of the Audit Committee has been reshuffled/recomposed w.e.f. 29th January, 2019 at the Board Meeting.
(2) NOMINATION AND REMUNERATION COMMITTEE:
The Company has also constituted Nomination and Remuneration Committee Pursuant to provision of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Composition of the Nomination
& Remuneration Committee has been reshuffled/recomposed w.e.f. 29th January, 2019 at the Board Meeting.
(3) STAKEHOLDERS RELATONSHIP 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. Composition of the Stakeholder Relationship Committee has been reshuffled/recomposed w.e.f. 29th January, 2019 at the Board Meeting.
(4) CORPORATE SOCIAL RESOPONSIBILIY COMMITTEE:
Your Company has duly constituted CSR Committee. However, pursuant to section 135(1) of the Companies Act, 2013 your Company is not obliged to constitute CSR Committee during the year 2018-19. But in a general parlance and considering future aspects, Company has continued CSR Committee and arranges meetings of CSR Committee as and when required. Composition of the Corporate Social Responsibility Committee has been reshuffled/ recomposed w.e.f. 29th January, 2019 at the Board Meeting.
(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 operation/activities and to manage the Risk and evaluation.
The details of composition of Committees and other relevant details are given in the Report on Corporate Governance.
STATEMENT FOR COMPLIANCE OF APPLICABLE 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 2018-19, 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 2018-19 and of 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 irregularities;
(d) that the directors had prepared the annual accounts for the year ended 31st March, 2019 on a going concern basis;
(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. and
(f) that 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.
AUDITORS AND AUDITORS REPORT
M/s. Chandabhoy & Jassoobhoy & Co., having Firm Registration No. 101648W, Chartered Accountants, were appointed as Statutory auditors of the Company, to hold office till the 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 the office of the statutory auditor. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
STATUTORY AUDITORS 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.
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, to conduct Secretarial Audit for the financial year 2018-19.
SECRETARIAL AUDITORS 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 (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, The Secretarial Audit Report for the financial year ended on March 31, 2019 is annexed herewith to this Report. Secretarial Auditors Report in the prescribed format i.e. MR-3 attached in this report as Annexure 05.
The observations of Secretarial Auditor in their report are self-explanatory and do not require further explanation. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor.
Further, as per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 Annual Secretarial Compliance Report for the year ended on 31st March, 2019 certified by K. P. Rachchh & Co., Practicing Company Secretary, and the same has been submitted to BSE within due course.
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 format i.e. MGT-9 is appended as Annexure 06 to the Boards report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions 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 will come instead of the society at large. However, in the year 2018-19 company has not attracted the provisions of Section 135 of the Companies Act, 2013; and Company was not required to spend any amount for Corporate Social Responsibility as per Companies (Corporate Social Responsibility Policy) Rules, 2014.
In the year 2019-20 company will be having obligation to spend CSR amount and it will be done in due course, even your company always does CSR Activity voluntarily as and when we find proper avenues and opportunities. Your Company is understanding the responsibilities toward the society and aim to work on it. Company has policy on CSR i.e. "Empowering Kindness".
Enclosed Annual Report on CSR Activities as Annexure 08 to Boards Report.
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.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation 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, 2015 is furnished in Annexure 07 attached to this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has in place a whistleblower policy (vigil mechanism) to support the Code of Business Ethics. This policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companys Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation. The said policy is placed on the website of the company at http://www.gujaratintrux.com/investors.php
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 co-operation, support and assistance during the year under report by the Bankers of the Company including Government 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.
for and on behalf of the Board of
Gujarat Intrux Limited
Ramankumar D. Sabhaya (Chairman)
Place : Shapar (Dist.: Rajkot) Date : 29th July, 2019
Brief profiles of directors seeking Appointment/Re-appointment in forth coming Annual General Meeting
|Name of Director||Mr. Dhiraj Dharmshibhai Pambhar||Mr. Ramankumar Devjibhai Sabhaya||Mr. Rameshbhai Mohanbhai Bhimani||Mr. Narendrabhai Chunilal Pithadia||Mr. Gordhan Kurjibhai Sorathiya||Ms. Rina Lalitbhai Adhiya||Mr. Gajanan Rajaram Kamat|
|Designation||Managing Director||Chairman - Non-Executive Director||Indepen- dent Director||Independent Director||Indepen- dent Director||Independent Director||Independent Director|
|Appointment/ Re-appointment||Re- appointment||Re- appointment||Re- appointment||Re- appointment||Re- appointment||Re- appointment||Re- appointment|
|Date of Birth||23-03-1957||27-02-1959||23-03-1962||04-02-1956||25-12-1962||12-02-1985||03-04-1944|
|Date of Appointment||08.01.1992||08.01.1992||25.09.2014*||25.09.2014*||25.09.2014*||27.09.2014||25.09.2014*|
|Expertise in Specific functional area||Production||Production||Finance||Stakeholder Relation||Marketing||Finance/ Stakeholder Relation||Production/|
|List of public companies in which Directorship held||INVAC CAST LTD.||INVAC CAST LTD.||INVAC CAST LTD.||-||-||INVAC CAST LTD.||-|
|Chairmanship of the committees within the Company||-||-||-||-||1||1||-|
|Membership of the committees within the Company||1||1||1||1||-||1||-|
|Chairmanship of the committees in other public Companies||-||-||2||-||-||-||-|
|Membership of the committees in other public Companies||-||2||-||-||-||2||-|
*Date of appointment as Independent Director under companies Act, 2013.
|for and on behalf of the Board of|
|Gujarat Intrux Limited|
|Ramankumar D. Sabhaya|
Place : Shapar (Dist.: Rajkot)
Date : 29th July, 2019