Gujarat Peanut & Agri Products Ltd Directors Report

To

The Members,

GUJARAT PEANUT PRODUCTS PRIVATE LIMITED

Rajkot.

Your Directors have pleasure in resenting their Third Annual Report on the Business and Operation of your company together with the Audited Statement of Account and the Auditors Report of your company for the Financial Year ended as on 31 * March 2023.

? FINANCIAL SUMMARY: -

During the year under the review performance of the company as under: -

(Amounts in Rs.)

? STATE OF COMPANYS AFFAIR

Your Directors report that the Company has achieved turnover for the financial year ended March 31, 2023 has increased to Rs. 1,47,98,43,469/- as compared to Rs. 1,23,46,49,195/- of the previous year. The Company has incurred the Net Profit of Rs. 65,46,793/- during the year as compared to Rs. 13,14,856/- of the previous year.

Your Directors assures you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.

? FUTURE OUTLOOK: -

Your company has focus on profitable growth in long term and is taking several steps to reduce the cost, minimize waste, improve quality and customers interface. Further management of the company try to grow up business with different policies and recover from losses in upcoming years.

? DIVIDEND: -

With a view to conserve funds for future expansion and modernization requirements, your Directors intend to plough back the profit and do not recommend any Dividend for the current financial year.

? SHARE CAPITAL: -

The Paid-up share capital of the company was Rs. 86,00,000/- divided In to 8,60,000 Equity Share of Rs. 10/- each, as on 31*¹ March, 2023. Further during the year company has not issued any debenture or other securities.

? TRANSFER TO RESERVE: -

During the year under review, the Company has not transferred any amount to Free Reserve.

? CHANGE IN NATURE OF BUSINESS:-

There is no Change in the nature of the business of the Company during the year.

? MATERIAL CHANGES AND COMMITMENT:-

There is no material change and commitment affecting financial position of the company which have occurred between the end of the Financial Year of the Company i.e. 3I^J March 2023 and the date of report unless otherwise reported separately in this report.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIOAN AND PROTECTIO FUND:-

Since, the Company has not declared dividend during the year, provision of Section- 125(2) of the Companies Act 2013 does not apply.

? COMPOSITION OF BOARD Of DIRECTORS AND KEY MANAGERIAL PERSONNEAL: -

Board of Directors as on 31 * March, 2023

I. Change in Director:

No Change in Director.

II. Change in key Managerial Personnel:

The Company was not required to oppoint Key Managerial Personnel as per Section -203 of the companies Act 2013.

* BOARD MEETING:-

During the Financial Year 2022-23 the meeting of the Board of Directors were held Five times on 12/04/2022, 28/07/2022, 18/10/2022, 23/12/2022, 28/03/2023. The Maximum interval between two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

? AUDIT COMMITTEE:

The Company being a Private Company, provision of Section -177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) was not applicable.

? STATEMENT ON THE DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR P.U.RSUNT TO SECTION-149 (6) Of THE COMPANIES ACT 2013:-

Since the Company being Private Company need not to have any independent director and accordingly no statement in respect of declaration of independent director taken is received by the company.

* EXTRACT OF ANNUAL.RETURNJJ/S.92.(3) OF THE ACT AS PER FORMMGT^:_:

Extract of Annual Return as per Form MGT- 9 pursuant to provision of the Section-92 read with the Rule 12 ot the Companies (Management and Administration) Rule 2014 for the Financial Year 2022-23 has been enclosed herewith this Report.

? COST AUDITORS:

As per the Cost Audit Orders. Cost Audit is not applicable to the Companys product.

* STATEMENT INDICATING.JHE^mOPMENT AND IMPLEMENTS OF RISK MANAGEMENT

EBUSSfc

The Company being a Private Limited company is not under the purview of constituting a Risk Management Committee under a provision of Listing Agreement. However, the Board periodically the operation of the company and identify the Risk / Potential Risk, if any to the company and implement the necessary course of action(s) which the Board deemed fit in the best interest of the company.

It may please to be noted that Risk Management plan of the company is to be developed and implemented for creating and protecting the shareholders value by minimizing the threat or losses and to identify and provide a frame work that enable the future activates of the company to take place in consistent and controlled manner. In the opinion of the board there is no any risk which may threaten the existence ot the company.

* STATUTORY AUDlTO^^D^UmORS REPORT TH.ER.EQN>

Pursuant to Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or enactment thereof for the time being in force) M/s D M A A AND Associates, Chartered Accountant, (Firm Registration No. 159516W), be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s K. M. Chauhan & Associates, (Firm Registration No.: 125924W)."

M/s D M A A AND Associates. Chartered Accountant, (Firm Registration No. 159516W), be and are hereby appointed as Statutory Auditors of the Company from this Annual General Meeting, and that they shall hold office as Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the sixth Annual General Meeting at a remuneration as may be fixed by Board of Directors of the Company in consultation with the said Auditors.

* EXPLAN ATION(S)/CQMMENTS ON QUAUFICATIONXS}/ RESERVATIONS)/ADVERSE

REMARK(S) /DISCLAIMER BY THE STATUTORY AUDITOR IN RESPECT QF.AU_DljLR_EPORL--

Auditors report does not contain reservations, qualifications or adverse remark and the Auditors have voluntarily provided Internal Financial Control Statement.

DISCLOSURES: -

* COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMULNERATION ETC. IF REQUIRE TO CONSTITUTE NOMINATION AND REMUNERATION COMMITTEE PURSUNT TO SECTION 178-m OF THE ACT: -

Since the Company being a private Company need not constitute Nomination and Remuneration Committee and accordingly the company has not required to formulate policy on directors Appointment and Remuneration.

* MATERIAL CHANGES. IF ANY. BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS REPORT: -

There are no material changes to be reported between date of the Balance Sheet and date of the Directors Report.

* DEPOSITS: -

Your company has not accepted any deposits during the year under report pursuant to provisions of Section 73 to 76 of the companies Act. 2013.

* DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section-134 subsection 3(c) of the Companies Act, 2013 your directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures:

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and it is made loss for that period:

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) The directors had prepared the annual accounts on the going concern basis:

e) The company being unlisted company, sub clause (e) of Section 134(3) of the Companies Act. 2013 is not applicable to the company, however auditors have made voluntary disclosure of the same: and

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

? CONSERVATION QF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: -

A) Conversation of Energy: NIL

B) Technology Absorption: NIL

C) Foreign Exchange earning & outgo: NIL

? STATEMENT INDICATING MANNER OF ANNUAL EVELUATION BY THE BOARD OF PERFORAMANCE OF BOARD/ COMMITTEE /DIRECTORS: -

Since the company is neither a Listed Company nor a Public Company having a paid up of Capital of RS. 25 cores or more the company is not requiring to furnish the statement and accordingly the same has not been furnished.

? PARTICULARS OF LOANS GURANTEES OR INVESTMENT U/S 186 OF THE COMPANIES ACT 2013:-

There were no loans, guarantees or investments made or given by the company under section 185 or 186 of the Companies Act. 2013 during the year under review and hence the said provision is not applicable.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188 OF THE COMPANIES ACT 2013:-

There was no Contract or arrangement with related parties as per the Section- 188 of the companies Act 2013 during the year under review.

* PlHERMAnER PURSMNT.TO.SECTION 134 (3) (A). OF-THE-ACIREAD. WITH. MBRULE, 14A.A L5J Q.F RULE (8j OF THE COMPANIES (ACCOUNT) RULES 2014:_-

Since the company is neither Listed Company nor a Private Company having paid of share capital of RS. 25 Crore or more. The company is not requiring to furnished to particular Read with Sub Rule (4) & (5) of Rule (8) Of the Companies (Account) Rules 2014 and accordingly no particulars has been furnished.

? DETILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY: -

As on the 31^sf March, 2023, the Company does not have any Subsidiary. Joint Venture or Associate Company.

? coMQ3m3Qcm.Ms?mmm\ -

Since the company does not fall in any of the criteria mentioned in Section - 135 of the Companies Act and Rules framed there under, your Company is not requiring to constitute a Corporate Social Responsibility (‘‘CSR") Committee.

? DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION PROHIBITION & REDRESSAL) ACT. 2013:-

The company has not formulated any policy for prevention of sexual harassment in accordance with requirement of sexual harassment of woman at workplace [Prevention Prohibition & Redressal) Act. 2013. However, your company has zero tolerance for sexual harassment at workplace and there were no case filed during the year, under (Prevention Prohibition & Redressal) Act. 2013 and rules framed there under. Further your company has ensured that there is healthy and safe atmosphere for every woman employee at workplace.

? ADEQUANCY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS: -

The company in place proper and adequate internal control systems commensurate with nature of its business, size and complexity of its operation. Internal Control System comprising of the policy and procedure are design to ensure liability of financial reporting, timely feedback of achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and Regulations.

? DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINMEjjLAN_D_REMUNERATIQN OF T HE.MANGERjAL_PERS O N_N_E LRULES₄ 2014: -

During the period under report there were no employees who were paid remuneration more than Rs. 8.5 Lakes per month or Rs. 1.02 Crs. per annum as per provision of companies (Appointment and Remuneration of Managerial Personnel) Amendment Rule, 2016.

? SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGgi^TORS_0^mURT$:;

No significant material orders have been passed by the Regulators or courts or tribunals which would impact the going concern status of the company and its future operation.

* DISCLOSURE ON ESTABLISHMENT Of VIGIL MECHANISAM;-

Since the company does not fall in any of the criteria mentioned in Section-177(9) Read with Rule 7 of the Companies (Meeting of the Board and its Power) Rule 2014 are not applicable to the company. Your company believes in promoting fair, transparent, ethical and professional work environment. The mechanism is established for directors and employees to report their concern before the Board.

? ACKNOWLEDGEMENTS:-

Your directors thank the various central and state government departments, organizations and agencies for their continued help and co-operation. The directors also gratefully acknowledge all stakeholders of the company for the excellent support received from them during the year and look forward to their continued support in future.

Date: -04/09/2023

Place: - Rajkot