Gujarat Investa Ltd Directors Report.

To,

The members,

Your Directors are pleased to present the 29thAnnual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2021.

Financial Results:

Particulars 2020-21 2019-20
Revenue from operations 17,35,512 42,42,106
Other Income 1,028 2,969
Total revenue 17,36,540 42,45,075
Expenditure
Employee benefits expenses 2,90,000 95,000
Other expenses 8,38,334 6,56,650
Finance Cost 0 0
Total expenses 11,28,334 7,51,650
Profit before exceptional and extra ordinary items and tax 6,08,206 34,93,425
Profit before tax 2,86,431 34,93,425
Tax expense :
Current Tax 1,75,000 3,50,000
Previous Year 1,46,775 8,640
Net profit for the year 2,86,431 31,34,785

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review, the total revenue of company was Rs 17,36,540 compared to the previous years of Rs. 42,45,075. The company has incurred total expense of Rs. 11,28,334 as compared to Expense of Rs. 7,51,650 in previous year. The company has made profit of Rs. 2,86,431 as compared to Rs. 31,34,785 in the previous year.

OPERATIONS:

During the year under the review the total income decreased by 40.91% in comparison to the previous financial year. The Company has transferred 20% of Current Year Profit amounting to Rs 57,286 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.

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, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

ii. Appointment of Additional / Independent

Board has appointed Mr. Sumant Laxminarayan Periwal and Mr. Anandkumar Parmeshwar Agrawal as an Additonal Independent Directors of the Company for the consecutive five years in the Board Meeting held on 21st July, 2021.

iii. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1. Mrs. Pinky Mukesh Agarwal, Chier Executive Officer (CEO)

2. Mr. Aniruddha Vyas, Chief Financial Officer (CFO)

3. Mrs. Mansi P Patel, Company Secretary cum Compliance Officer

iv. Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to the this notice convening 29th Annual General Meeting.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

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.

FIXED 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.

THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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 Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs. Pinky Agarwal (Director). 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 4 times on 31.07.2020, 29.08.2020, 12.11.2020 and 12.02.2021 attendance of the members as under:

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 4 4
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 4 4
Mrs. Pinky M. Agarwal Member Non-Executive & Non-Independent Director 4 4

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 Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director). Majority members are Independent and non-executive Directors. Mr. Sumant Periwal, is the Chairman of the Audit Committee.

During the Year under review, one Meeting of the Nomination &Remuneration Committee was held on 31.07.2020.

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 1 1
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 1 1
Mrs. Pinky M. Agarwal Member Non-Executive & Non-Independent Director 1 1

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 Directors viz. Mr. Anandkumar P. Agarwal (Independent Director), Mr. Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director). 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 29.08.2020 and 12.02.2021.

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 2 2
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 2 2
Mrs. Pinky M. Agarwal 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 2020-2021. 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 25thAnnual General Meeting held on 28th September, 2017 the members approved appointment of M/s. Tantyia

& Co., Chartered Accountants [FRN NO.: 140806W] to hold office from the conclusion of the 25th Annual General Meeting to 30th Annual General Meeting (subject to the ratification of the appointment by the members, at every Annual General Meeeting held after 25thAnnual 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 07thMay, 2018 has omitted Section 139(1) first proviso regarding ratification of appointment of auditors by members at every Annual General. Therefore the Resolution for the ratification of M/s. Tantyia & Co., Chartered Accountants [FRN NO: 140806W] by members at 29th Annual General Meeting was not taken for approval of Shareholders in Annual General Meeting.

The Statutory Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2021 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.

ii. INTERNAL AUDITOR

M/s. Kamal M. Shah & 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 2020-2021.

The Report of the Secretarial Auditor is annexed to this Report as Annexure B which is self explanatory and gives complete information.

There was a temporary non-compliance in the composition of the KMP in relation to appoint of Company Secretary under Section 203 of the Companies Act, 2013. The company will comply with the Companies Act, 2013
The composition of the Nomination and Remuneration Committee is not in compliance of provisions of section 178 of the Companies Act, 2013 and rules made thereof & as per Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015. The company will comply with the Companies Act, 2013
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 couple of forms required to be filed under the provisions of the Companies Act, 2013 were filed after the statutory period along with the additional filing fees. The company will comply with the Companies Act, 2013
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, 2013
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 documents with respect to with respect to Dispatch of Annual report to Members, Auditors and Directors of the Company, submission of Annual report to stock exchange, Giving public notice by way of an Advertisement regarding Annual general meeting, Newspaper publication for Extract of unaudited financial results for the quarter ended as on 30th June, 2020, Intimation of Closure of Register of members to stock exchange & submission of voting results of general meeting to stock exchange was not provided to us for verification. The company will comply with the Regulations. The company has complied with act and regulation.
There is lapse/delay in Compliance of Regulation 7(3) & Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company will comply with the Regulations.

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 BSE Limited. Listing fees of BSE Limited is paid for the year 2021-22.

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 29th Annual Report.

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.

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 Rs. 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 2021.

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.

ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31 March 2021 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.gujaratinvesta.com.

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, 4 (Four) 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. 31.07.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
2. 29.08.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
3. 12.11.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
4. 12.02.2021 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar

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, 2021 stood at Rs.10,00,00,000/- and - The Paid-up Equity Share Capital of the Company as at 31st March, 2021 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 theAudit 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) Regulation, 2015.

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 BALANCESHEET DATE:

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

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 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.

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.

For and on behalf of the Board
GUJARAT INVESTA LIMITED
Palce : Ahmedabad Purshottam R. Agarwal
Dated : 31st August, 2021 Chairman
DIN: 00396869