Gujarat Terce Laboratories Ltd Directors Report.

To,

The Members of

GUJARAT TERCE LABORATORIES LIMITED

Your Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2019.

The Companys financial performance for the year ended on 31st March, 2019 is summarized below:

1. FINANCIAL HIGHLIGHTS

(Rs In Lakhs)

Particulars Current Year Previous Year
2018-19 2017-18
Revenue from operation 3103.05 2901.42
Profit before Interest and Depreciation 81.09 73.64
Less: Interest 25.39 22.60
Profit Before Depreciation
Less: Depreciation 21.13 18.51
Profit Before Tax 34.57 32.52
Less/Add: Tax Expenses
Current Tax 13.12 9.98
Deferred Tax (21.80) (4.53)
Total Tax Expenses (8.68) 5.45
Profit for the year 43.25 27.07
Income Tax Effect - 36.49
Other Comprehensive Income - -8.75
Total Comprehensive Income 43.25 34.54

2. STATE OF COMPANYS AFFAIRS

The operating income increased to Rs 3103.05 lakhs from Rs 2901.42 lakh in the previous year showing a growth of 6.95%. The Profit before Tax for the year is Rs 34.57 lakh as against Rs 32.52 lakh in previous year registering growth of 6.30%. The net profit increased to Rs 43.25 lakh from Rs 34.54 lakh in the previous year registering a growth of 25.21%.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board of Directors has transferred Rs 43.25 lakh to General Reserve during the year.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

No company has become or ceased to be Subsidiary Company, Joint Venture Company or Associate Company during the year.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

7. MEETINGS OF THE BOARD OF DIRECTORS

During the year Six Board Meetings and one Independent Directors meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. Details of the number of Board Meeting held during the year forms part of the Corporate Governance Report.

8. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and 46(2)(b) to (i) & Para C,

D & E of Schedule V are not applicable to the Company as paid up share capital doesnt exceed Rs 10 Crore.

The Company has decided to maintain and adhere to the Corporate Governance requirements set out by SEBI voluntarily. The Report on Corporate Governance along with requisite Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is annexed to this Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc. in Annexure-A

10. DIVIDEND

The Company has not recommended any dividend for current year.

11. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2019.

12. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Company. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed, which may threaten the existence of the Company.

There is no such risk which in the opinion of the Board may threaten the existence of the Company.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Amritbhai Purshottamdas Prajapati, (DIN: 00699001)

will retire by rotation at the ensuing Annual General Meeting and is being eligible for re-appointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations, 2015, details of Directors retiring by rotation is provided under explanatory statement of the Notice of the ensuing Annual General Meeting.

The Board of directors, on the recommendation of the Nomination and Remuneration Committee (NRC), had appointed Mr. Aalap Prajapati as an Additional Director w. e. f. April 01, 2018 for a period of five years upto March 31, 2023 and Whole Time Director as approved by Members in the 33rd Annual General Meeting held on September 24, 2018.

The Board of directors, on the recommendation of the Nomination and Remuneration Committee (NRC), had appointed Mr. Surendrakumar Sharma as an Additional Director w. e. f. August 10, 2018 for a period of five years upto August 09, 2023 and Independent Non-Executive Director as approved by Members in the 33rd Annual General Meeting held on September 24, 2018.

During the year Mr. Gordhanbhai Gandabhai Patel, resigned from the board on January 24, 2019 and the same has been taken on record by Board on their meeting held on 11th February, 2019. The board placed on record its appreciation for the invaluable guidance and service rendered by him during his association with the Company.

On the recommendation of the Nomination and Remuneration Committee (NRC), Ms. Shital Dalavadi has resigned from the Post of Company Secretary & Compliance Officer w. e. f. 01st October, 2018 and Mr. Dilipkumar Nikhare has been appointed as Company Secretary & Compliance Officer as Key Managerial Personnel w. e. f. 02nd October, 2018.

On the recommendation of the Nomination and Remuneration Committee (NRC), Mr. Amritbhai Purshottamdas Prajapati has resigned from one of the post of Chief Financial Officer of the Company with effect from 17th December, 2018 and Mr. Bhagirath Ramhit Maurya has been appointed as Chief Financial Officer as Key Managerial Personnel w. e. f. 17th December, 2018 respectively and the same has been taken on record by Board on their meeting held on 17th December, 2018.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details terms of appointment of IDs are disclosed on the companys website with following link http:// gujaratterce.in/Codes-and-Policies

14. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes, Independence of a director. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Companys website at http://gujaratterce.in/Codes-and-Policies

15. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule prescribed thereunder.

Further, the Independent Directors, at their exclusive meeting held on February 11, 2019 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

16. AUDITORS Statutory Auditors

The Board of Directors at its meeting held on 18th May, 2019, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(9) of the Companies Act, 2013, have re-appointed M/s. USS & Associates, Chartered Accountants, (Firm Registration No: 122634W), Ahmedabad for Financial Year 01/04/2019 to 31/03/2020 to hold office as the Statutory Auditors of the Company subject to the approval by the members at the 34th Annual General Meeting of the Company.

The Auditors Report annexed to the financial statements for the year under review does not contain any qualifications.

Internal Auditors

The Board of Director in their meeting held on 29th May, 2018 appointed M/s D V Shah & Associates, Chartered Accountants, Ahmedabad as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, from Financial Year 2018-19 to 2022-23, upon recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pinakin Shah & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith marked as Annexure-B to this Report. The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

17. EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORS REPORTS

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditors reports, requiring explanation or comments by the Board.

18. COMMITTEES OF THE BOARD

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2019:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There were loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 are given in note 5 to the financial statements.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2019 and of the profit or loss of the company for that period.

iii. It has 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, to the best of its knowledge and ability.

iv. It has prepared the annual accounts on a going concern basis.

v. 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 efficiently.

vi. 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.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 forms part of this report as Annexure-C

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-D to this report.

24. INSURANCE

All Inventories including Buildings, Machinery etc., is adequately insured against major risks.

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arms length basis. There were no materially significant related party transactions entered with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company http://gujaratterce.in/Codes-and-Policies . Since all related party transactions entered into were in the ordinary course of business and were on an arms length basis, form AOC-2 is not applicable to the Company.

26. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Objective of a familiarization program is to ensure that the Independent Directors are updated on the business environment and overall operations of the Company. This enables the Independent Directors to make better informed decisions in the interest of the Company and its stakeholders.

In Compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.

A familiarization program was conducted for Independent Directors on areas such as the core functions and operations of the Company, overview of the industry, financials and the performance of the Company by site visits to plant location.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. Due to changes in SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy has been amended and approved by Board in their meeting held on 11th February, 2019 effective from 01st April, 2019. The same is uploaded on the website of the company http://gujaratterce.in/ Codes-and-Policies

The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or policy.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

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

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDS OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- E

30. EQUITY CAPITAL

The Authorized Equity Share Capital of the Company consist of 11000000 equity shares of Rs 10/- each and issued, subscribed and paid up Equity Share Capital consist of 7420300 equity shares of Rs 10/- each fully paid up during the financial year ending on 31st March, 2019.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.

The audit scope, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

32. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

33. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee to handle all clearing and forwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year :Nil

c. number of complaints pending as on end of the financial year :Nil

34. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company hence, your Company is not required to maintain cost records.

35. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff and workers of the Company.

By Order of the Board of Directors
For, Gujarat Terce Laboratories Limited
Natwarbhai P. Prajapati
Place : Ahmedabad Chairman & Managing Director
Date : 18/05/2019 DIN: 00031187