Gujarat Toolroom Ltd Directors Report.

To,

THE MEMBERS,

Your Directors have the pleasure of presenting their 35th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2019.

I. FINANCIAL RESULTS:

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

(Amount In Rs.)

Financial Particular Year ending on 31st March, 2019 Year ending on 31st March, 2018
Total Income (Net) 0 0
Total Expenditure 4,83,322 4,37,013
Gross Profit/(Loss) (4,85,627) (4,37,123)
Less:
Depreciation 0 0
Provision For Taxation 0 0
Extra Ordinary Items 0 0
Tax Expense:
Adjustment of earlier years 0 0
Profit/(Loss) After Tax (4,85,627) (4,37,123)

II. PERFORMANCE REVIEW:-

During the year under review, the Company has incurred loss and not done any commercial operations. However, your directors are optimistic about the future growth and performance of the Company.

III. TRANSFER TO RESERVES:

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

IV. DIVIDEND:

Since the Company has incurred loss in the Financial Year ended 31.03.2019.Hence no dividend is declared by the Company.

V. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VI. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

VIII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

IX. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

X. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

XI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

XII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the financial period under review.

The details of the investments made by company are given in the notes to the financial statements.

XIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

XIV. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XV. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earning and outgo are as follows: Conservation of energy

(I) the steps taken or impact on conservation of energy Companys operation does not consume significant amount of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy. Not applicable, in view of comments in clause (i)
(iii) the capital investment on energy conservation equipments Not applicable, in view of comments in clause (i)

Technology absorption

(i) the effort made towards technology absorption Nil
(ii) the benefits derived like product improvement cost reduction productdevelopment or import substitution Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year) Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenduture incurred on Research and Development Nil

XVI. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended duringthe year
Mr. Vishal M. Shah Chairman & Director Independent 4 4
Mr. Bhavin S. Parikh Managing Director Promoter Executive 4 4
Mr. Kunjan Vora Director Promoter Executive 4 4
Mr. Prakash Rahevar Director Independent 4 4
Ms. Neha Ketan Jain Director CFO 4 4

2. Retirement by rotation and subsequent re-appointment:

Mr. Kunjan N. Vora (Din: 03612667) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered herself for reappointment. Appropriate resolutions for the re- appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Director and other related information has been detailed in the Notice convening the 35th AGM of your Company.

3. Declaration of Independence:

Mr. Prakash Rahevar (DIN: 00717541) and Mr. Vishal Shah (DIN: 03279724) are the existing Independent Directors the Company and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force).

4. Evaluation of Boards Performance:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out.

5. Number of Board Meetings conducted during the year under review:

The Company had 4 Board meetings on 22/05/2018, 11/08/2018, 15/11/2018 and 15/02/2019 during the financial year under review.

XVII. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

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

ii. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. 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.

iv. The directors had 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 effectively.

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

XVIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

Four meetings of the Audit Committee were held during the year viz. on 22nd May 2018, 11th August 2018, 15th November 2018 and 07th February 2019 respectively.

The details of composition of Audit Committee and other relevant matters as under:

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Name of Directors Category of Directorship No. of Meetings No. of attended Meetings
Mr. Kunjan Vora Independent Non Executive 4 4
Mr. Bhavin Parikh Non Independent Non Executive 4 4
Mr. Prakash Rahevar Independent Non Executive 4 4

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The said policy is furnished in "Annexure A" and is attached to this report.

During the financial year ended on 31st March 2019, the Nomination and Remuneration Committee met one time on 11th August 2018.

Name of Directors Category of Directorship No. of Meetings No. of Meetings attended
Mr. Kunjan Vora Independent Non Executive 1 1
Mr. Bhavin Parikh Non Independent Non Executive 1 1
Mr. Prakash Rahevar Independent Non Executive 1 1

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Details of Investors grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2019 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31st March 2019.

Meetings of stakeholder relationship committee

During the year, the Committee met duly 5 times on 20/09/2017, 10/11/2017, 10/02/2018, 10/03/2018, 20/03/2018.

XIX. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.gujarattoolroom.com

XX. AUDITORS:

A. Ratification of Statutory Auditors:

The present Auditors of the Company M/s Dharmesh Parikh & Co., Chartered Accountants, Ahmedabad were appointed as Auditors for a period of 4 year(s) at the 30th Annual General Meeting held on 26th September, 2014 to hold office till the conclusion of 34th Annual General Meeting to be held in 2018.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/s Dharmesh Parikh & Co., Chartered Accountants, as the Statutory Auditors of the Company.

The consent of M/s Dharmesh Parikh & Co., Chartered Accountants along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. Dharmesh Parikh & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March, 2017 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

B. Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company

C. Secretarial Auditors:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s K. Jatin & Co, Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2017.

Secretarial Audit Report issued by M/s K. Jatin & Co, Company Secretaries in Form MR-3, attached and marked as Annexure "B", for the period under review forms part of this report. The said report contains observations or qualifications which are as under:

Qualification relating to the appointment of Company Secretary:

The Board of Directors of your Company would like to explain on the said observation that the board in it meeting which was held on 20/04/2017 has appointed Mr. Manish Kumar Arora as Company Secretary and Compliance officer of the Company.

XXI. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXII. MANAGEMENT DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report

XXIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

XXIV. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

XXV. APPOINTMENT OF M/S BIGSHARE SERVICES PVT LTD AS THE REGISTRAR & TRANSFER AGENT OF YOUR COMPANY:

The Board of Directors of the company at their meeting held on 24th May, 2016 approved the appointment of M/S Bigshare Services Private Limited. The Bigshare Services Private Limited acting as Common Share Registry of the Company

XXVI. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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 forming part of the Annual Report.

XXVII. LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The Company yet to pay annual listing fee for the F.Y. 2017-18, further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

XXVIII. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "C" and is attached to this Report.

XXIX. FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year 2018-2019 as per the following schedule:

First quarter : 2nd week of August, 2018
Half-yearly results : 2nd week of November, 2018
Third quarter : 2nd Week of February, 2019
Yearly Results : By end of May, 2019

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Place: Ahmedabad For and on behalf of the Board
Date: 25/05/2019 -SD-
Vishal Shah
Chairman
(DIN: 03279724)