Gujarat Investa Ltd Directors Report.

To,

The members,

Your Directors are pleased to present the 28th Annual Report together with the Audited Financial Statements for the year ended March 31, 2020.

Financial Results:

Particulars 2019-20 2018-19
Revenue from operations 42,42,106 18,48,000
Other Income 2,969 5,402
Total revenue 42,45,075 18,53,402
Expenditure
Employee benefits expenses 95,000 2,84,000
Other expenses 6,56,650 8,54,618
Finance Cost 0 2,24,063
Total expenses 7,51,650 13,62,681
Profit before exceptional and extra ordinary items and tax 34,93,425 4,90,721
Profit before tax 34,93,425 4,90,721
Tax expense :
Current Tax 3,50,000 1,25,000
Previous Year 8,640 -30,023
Net profit for the year 31,34,785 3,95,744

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review, the total revenue of company was Rs 42,45,075 compared to the previous years of Rs. 18,53,402 . the company has incurred total expense of Rs.7,51,650 as compared to Expense of Rs. 13,62,681 in previous year. The company has made profit before tax of Rs. 34,93,425 as compared to Rs. 4,90,721 in the previous year. The company has made Net profit after tax of Rs. 31,34,785 as compared to Rs. 3,95,744 in the previous year.

OPERATIONS:

During the year under the review the total income increased by 129.04% in comparison to the previous year. The total expenses have decreased by 44.84% and the net profit after tax has increased by 692.12% The Company has transferred 20% of Current Year Profit amounting to Rs 6,26,957 to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

Your Directors are hopeful to exploit the present resources in efficient manner and achieve better results in the future.

IMPACTOFCOVID-19 PANDEMIC:

During the last month of the year under review, COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lockdowns. Due to the spread of COVID-19 and in accordance with the various initiatives and directions of both Central and State Government(s) from time to time including Janta curfew and subsequent nationwide lock down, the operations of the Company were suspended from March 22, 2020. After 20 June, 2020, the Company gradually started its business operations with minimum workforce. The Company is closely monitoring the situation arising out of COVID-19 and resultant restrictions imposed by the regulatory authorities. At this point of time it is not possible either to foresee the duration for which this pandemic will last, nor predict its course. Hence, the Company is not in a position to assess with certainty the future impact on operations.

DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the current year to conserve the resources.

CHANGE IN NATURE OF COMPANY BUSINESS:

During the financial year under review there has been no change in the nature of Business of the Company.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Purushottam R. Agarwal retires by rotation at the ensuing Annual General Meetingand being eligible, offers himself for re-appointment. Your director recommend his reappointment.

ii. Cessation:

Mrs. Somna Agarwal, Director of the company having (DIN: 01670948) resigned from the company w.e.f 5th March, 2020. The Board of Directors places on record the invaluable contribution made by Mrs. Somna Agarwal, Director of the company during her tenure of appointment until her cessation.

iii. Appointment of Additional / Independent Women Director

Mrs. Pinky Agarwal (DIN: 02304366) was appointed as an Additional Director in the category of Executive - Non Independent Director w.e.f. 05th March, 2020. Mrs. Pinky Agarwal (DIN: 02304366) Additional Director holding office till this Annual General Meeting is proposed to be appointed as Executive & Non-Independent Director of the company. The necessary resolution proposing her appointment as executive - Non Independent Director has been proposed in the Notice convening the said Annual General meeting

iv. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1. Mr. Aniruddha Vyas, Chief Financial Officer

2. Smt. Somna P. Agarwal, Chief Executive Officer (resigned as on 05.03.2020)

3. Mrs. Pinky Agarwal, Chief Executive Officer (appointed as on 05.03.2020)

4. Mr. Pratik Patel, Company Secretary cum Compliance Officer (resigned as on 18.10.2019)

5. Mrs. Mansi P Patel, Company Secretary cum Compliance Officer (w.e.f. 01.08.2020)

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has two associate Companies i.e. Global Aman Infratech Private Limited and Anunay Fab Limited

DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consisted of three Members viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Somna P. Agarwal (resigned as on 05.03.2020). Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Sumant Periwal, is the Chairman of the Audit Committee.

During the year the Audit Committee met 5 times on 30.05.2019, 14.08.2019, 14.11.2019, 21.01.2020 and 05.03.2020 attendance of the members as under:

Name of the Director Desig- nation Category

No. of Meeting attended

Held Attended
Sumant Periwal Chairman Non-Executive & Independent Director 5 5
Anandkumar Agarwal Member Non-Executive & Independent Director 5 5
Somna Agarwal (Resigned w.e.f 05.03.2020) Member Non-Executive & Non-Independent Director 5 5

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and Regulation 18(1) of SEBI(LODR) Regulation 2015 with the Stock exchanges as amended from time to time.

NOMINATION & REMUNERATION COMMITTEE

The nomination & Remuneration Committee of the Board of Directors of the Company consisted of three Memberss viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Somna P. Agarwal (resigned as on 05.03.2020). Majority members are Independent and non-executive Directors. Mr. Sumant Periwal, is the Chairman of the Nomination & Remuneration Committee.

During the Year under review, two Meeting of the Nomination &Remuneration Committee was held on 14.08.2019 & 05.03.2020

Name of the Director Desig- nation Category

No. of Meeting attended

Held Attended
Mr. Sumat Periwal Chairman Non-Executive & Independent Director 2 2
Mr. Anandkumar Agarwal Member Non-Executive & Independent Director 2 2
Mrs. Somna Agarwal (Resigned w.e.f 05.03.2020) Member Non-Executive &Non-Independent Director 2 2

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Company consisted of Three Members viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Somna P. Agarwal (resigned as on 05.03.2020). All members of the Stakeholder Relationship Committee are non-executive Directors. Mr. Sumant L Periwal is the Chairman of the Stakeholder Relationship Committee.

During the Year under review, total two Meetings of the Stakeholder Relationship Committee were held on 14.08.2019 and 21.01.2020

Name of the Director Desig- nation Category

No. of Meeting attended

Held Attended
Anandkumar Agarwal Member Non-Executive & Independent Director 2 2
Sumant Periwal Chairman Non-Executive & Independent Director 2 2
Somna Agarwal (Resigned w.e.f 05.03.2020) Member Non-Executive &Non Independent Director 2 2

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no increase in remuneration given to the Employees for the year 2019-2020. Further, the Company is not paying any remuneration to any of its Directors and hence, the comparison as required to be given are not applicable pursuant to section 197(12) and Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel)Rules, 2014. Required details are annexed to this Report as Annexure A

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code of Practices & Procedures for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Conduct to regulate, monitor and report trading by Insiders

All the above policies have been displayed on the website of the Company viz. www.gujaratinvesta.com

AUDITORS i) Statutory Auditor and their Report

At 25th Annual General Meeting held on 28th September, 2017 the members approved appointment of M/s. Tantiya & Co., Chartered Accountants to hold office from the conclusion of the 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting (subject to the ratification of the appointment by the members, at every Annual General Meeting held after the 25th Annual General Meeting) on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Ministry of Corporate Affairs vide its notification dated 07th May, 2018 had omitted first proviso to section 139(1) regarding ratification of appointment of auditors by members at every annual general meeting. Therefore, the Resolution for the ratification of M/s. Tantiya & Co. (Firm Registration No. 140806W), Chartered Accountants by members at Annual General Meeting is not taken for approval of Shareholders in the ensuring Annual General Meeting.

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

M/s. N.K. Shrishrimal & Co. were appointed as an internal Auditor of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the internal audit. iii) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Umesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2019-2020. The Report of the Secretarial Auditor is annexed to this Report as Annexure B which is self explanatory and give complete as per attachment - Secretarial observations.

There is lapse/delay in Compliance of provisions of the Reserve Bank of India Act, 1934 and Non-Banking Financial Company Regulations. The company will try to comply with the RBI compliances on time.
The requisite Form No. MGT-14 is yet to be filed by the Company with Registrar of Company as specified under the provisions of Section 179 under the Companies Act, 2013 in respect of Appointment of Chief Executive Officer. The company started the process to file the same.
As per Section 129 of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, the company is required to provide the Consolidated Financial Statement of Associate Companies and the financial statement of a companys associates which shall be in "Form AOC-1 in the Format of "Part B Associates and Joint ventures but the same is not complied" The company will comply with the Companies Act
The company has not publish the information, required as per Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in one daily newspaper in the language of the region, where the registered office of the company is situated." The company will comply with the regulation.

iv) COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are Not Applicable to the company.

LISTING:

The shares of the company are listed at Bombay Stock Exchange Limited. Listing fees of BSE Limited is paid for the year 2020-21.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors 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 profits 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report (Annexure- C)

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The independent Directors are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company. The details of such familiarization programmes have been disclosed on the Companys website at www.gujaratinvesta.com

CORPORATE GOVERNANCE:

The Regulation 15 (2)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 regarding Corporate Governance is not applicable to the Company, the paid-up capital of the company being less than Rs.10 corers and networth being less than 25 crores, the threshold limit as prescribed therein.

RELATED PARTY TRANSACTIONS:

During the year under review, there were no transactions entered into with the related party.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March 2020.

INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

1. Ambuja Synthetics Private Limited

2. V.R. Polyfab Private Limited

3. Global Aman Infratech Private Limited

4. Anunay Fab Limited

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT OF INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

(a) Mr. Sumant Laxminarayan Periwal

(b) Mr. Anandkumar Agarwal

The Company has received requisite declarations/confirmations from all the above Directors confirming their independence. Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2020 is annexed as Annexure D to this Report.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, six Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The Details of Which are as under

No. Date of Board Meeting Directors Present
1. 30.05.2019 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
2. 14.08.2019 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
3. 18.10.2019 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
4. 14.11.2019 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
5. 21.01.2020 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
6. 05.03.2020 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

- The Authortised Share Capital of the Company as at 31st March, 2020 stood at Rs.10,00,00,000/- and

- The Paid-up Equity Share Capital of the Company as at 31st March, 2020 stood at Rs.7,50,99,000/-. During the year under review, the Company has not issued any Share Capital.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the board.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015 , the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements..

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and the shareholders for their continued support to the company.

The Directors regret the loss of life due to Covid-19 Pandemic and have immense respect for each and every person who risked their life and safety to fight this pandemic.

Registered Office: For and on behalf of the Board
3 & 4, Shivalik Plaza, GUJARAT INVESTA LIMITED
Opp. Atira , Ambawadi
Ahmedabad - 380 015
Purshottam R. Agarwal
Dated : 12th November, 2020 Chairman
DIN: 00396869