Gujarat Toolroom Ltd Directors Report.

To,

The Members,

GUJARAT TOOLROOM LIMITED

Your Directors present the 37thAnnual Report of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2021.

1. FINANCIAL PERFORMANCE:

During the period under review your Company has made a loss of Rs. 4.49 Lacs. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

The details of the financial performance are as under:

(Rs.in Lakhs)
Particulars 2020-21 2019-20
Revenue from Operations 0.00 0.00
Other Income 0.00 0.00
Total Revenue 0.00 0.00
Total Expenses 4.49 5.1
Profit/Loss Before Exceptional and Extra Ordinary
Items and Tax 0.00 0.00
Exceptional Items 0.00 0.00
Profit/Loss before Extra-Ordinary Items and Tax/
Profit/Loss Before Tax (4.49) (5.1)
Extraordinary Items 0.00 0.00
Profit/Loss after Extra-Ordinary Items and Tax/
Profit/Loss Before Tax (4.49) (5.1)
Tax Expense: Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Total Tax expense 0.00 0.00
Profit/Loss for the Period (4.49) (5.1)

2. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business during the year under review.

3. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at http://gujarattoolroom.com/annual-reports/

4. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times i.e. 22nd June, 2020, 16th July, 2020, 7th September, 2020, 15th. September, 2020 12th November, 2020, and 12th February, 2021.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and beliefthe Board of Directors hereby submits that:

a. In the preparation of the Annual Accounts, for the year ended on 31stMarch, 2021the applicable accounting standards have been followed and there are no material departure from the same,

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 a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the Financial Year ended on 31stMarch, 2021,

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f. 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.

6. COMMENT ON AUDITORS REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31stMarch, 2021. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, investment, guarantees and securities made by the Company as per provisions of Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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.

9. DISCLOSURE 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.

10. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the Registered Office of the Company.

11. Reserves & Surplus

Sr. No. Particulars (Rs. in Lakhs)
1. Surplus / (Deficit) in Statement of Profit and Loss at the beginning of the year (38.88)
2. Current Years Profit / Loss (4.48)
3. Amount of Securities Premium and other Reserves 0.47
Total (42.90)

13. TRANSFER TO RESERVES & SURPLUS:

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

14. DIVIDEND

The company has incurred loss of Rs4.49 lacs andtherefore, your directors have not recommended any dividend for the year2020-21.

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

There are no material changes and commitments, affecting the financial position of the Company which hasoccurred in the Financial Year 2020-21.

16. TRANSFER TO THE UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared, the provisions of Section 125 of theCompanies Act, 2013 does not apply

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

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

18.COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD 2:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

19. 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.

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

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

21, BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. COMPOSITION OF BOARD

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. Name No. Designation DIN No. of Board Meeting Held No. of Board Meeting attended
1. Mr. Vishal Shah Managing Director 03279724 6 6
2. Mr. Manish Shah Additional Director 03060959 6 5
3. Mr. KunjanVora Independent Director 03612667 6 6
4. Mr. Prakash Rahevar Independent Director 00717541 6 6
5 Ms. AvaniSejpal* Company Secretary - - -
6. Mr. Bhavin Parekh** Director 00034258 6 1

* Ms. AvaniSejpal appointed as Company Secretary and Compliance Officer of the Company with effect from 11th May, 2021. ** Mr. Bhavinparekh has resigned from the post of Director and Mr. Manish Shah as an Additional Director has been appointed as an Additional Director with effect from 16th July, 2021

ii. APPOINTMENT AND RESIGNATION:

There were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2020-21 except Resignation of Mr. Bhavin Parekh from the post of Director and Appointment of Mr. Manish Shah as an Additional Director of the Company w.e.f. 16th July, 2020.

However, Ms. AvaniSejpal was appointed as Company Secretary of the company w.e.f. 11thMay,2021.

iii. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Vishal Shah (DIN: 03279724) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met 6 (Six) times i.e. 22nd June, 2020, 16th July, 2020, 7th September, 2020, 15th. September, 2020 12th November, 2020, and 12th February, 2021 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review on 7th September, 2020 and 12th February, 2021. The Meetings were conducted in an informal manner without the presence of the Wholetime Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

22. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Prakash Rahevar(DIN: 00717541) andMr.KunjanVora (DIN: 03612667)Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. Also confirmed that,they havemet all the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

23. CORPORATE GOVERNANCE

Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has noSubsidiaries / Joint Venture / Associate Company.

25. PUBLIC DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

26. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

27. AUDITORS:

A. STATUTORY AUDITOR

M/s.DharmeshParekh &Co. LLP Chartered Accountants, Ahmedabad, (FRN:112054W/W100725), were appointed as the Statutory Auditors of the Company. The Auditors report for the Financial Year ended 31stMarch, 2021has been issued with an unmodified opinion, by the Statutory Auditors.

However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

B. SECRETARIAL AUDITOR

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed Mr.JitendraParmar, Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2020-21. Secretarial Audit Report issued by M/s.GuaravBachani& Associates, Practicing Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure "A", for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under:

Sr. No. Qualification Explanation
1. Non-Compliance of Schedule B Regulation 4 (2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which stipulates that the listed entity shall close the trading window after the end of every quarter till 48 hours after the declaration of Financial Results of that quarter. However, the Company has not closed its trading window for the June Quarter. The Board would like to inform you that during the Financial Year 2020-21, the Company has regularly closed its Trading Window as stipulated Schedule B Regulation 4 (2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 but failed to intimate about such closure of trading window for the June 2020 Quarter due to disturbance in working caused by the Covid-19, and such error is inadvertent in nature.
2. Non-Compliance of Regulation 74(5) of the Securities and Exchange Board India (Depository and Participant) Regulations, 2018 which stipulates that the listed entity shall submit the Certificate from depository confirming that securities comprised in the said certificatehave been listed on the Stock Exchange. However, the Company has not submitted this Certificate under regulation 74(5) for the June and December Quarter. The Board would like to inform you that the present issued and paid up share capital of the Company is listed on BSE and due to non-availability of Whole time Company Secretary during the period of non-compliance, the Company missed to submit the Certificate under regulation 74(5) for the June 2020 and December 2020 Quarter.
3. Non-Compliance of Section 117 of Companies Act, 2013 which stipulates that the Company is required to file E-Form MGT-14 for approval of financial statement & the Boards report for the year ending 31st March, 2020 within 30 days from the date of Board Meeting. However, the Company has not filed E-Form MGT-14 for approval of financial statements, the Boards report, appointment of Internal Auditor and Secretarial Auditor for the year ending 31st March, 2020 The Board would like to state that the Company failed to submit the details of the Board Resolution in MGT 14 and the said error is inadvertent in nature, further.
4. Non-Compliance of Section 203(4) of the Companies Act, 2013 which stipulates that the company has to appoint Whole-time Key Managerial Personnel within a period of six months from the date of resignation of Key Managerial Personnel. The Company appointed Ms. AvaniSejpal as whole-time Company secretary and Compliance officer of the Company which is w.e.f. 11th May, 2021 i.e. delay of more than 6 months from resignation of previous Company secretary. The Board would like to intimate you that the Company was in search for the Qualified Company Secretary to be appointed as Company secretary and Compliance officer but looking to the size and turnover, the Company couldnt get any interested candidate during the period of non-compliance.
5. Non-Compliance of Section 149 (1) of the Companies Act, 2013 which stipulates that Every Listed Company is required to appoint at least one woman director on the Board. The Board would like to intimate you that the Company is in process of appointment of Woman Director. However, the Company will intimate the same as and when process of appointment gets completed.

C. 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

28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year ended on March 31,2021. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) against the Company.

29. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

30. DISCLOSURESOF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A. Composition of Audit Committee:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

Name Of Director Category of Directorship Designation Number of meeting held Number of meeting attended
Mr. Prakash Rahevar Independent Non Executive Member 4 4
Mr. Vishal Shah Managing Director Member 4 4
Mr. KunjanVora Independent Non Executive Chairman 4 4

The broad terms of reference of the Audit Committee are as under:

- Reviewing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
? Recommending the appointment, remuneration and terms of appointment of external Auditor.
? Review and monitor the auditors independence and performance and effectiveness of audit process.
? Approval or any subsequent modification of transactions of the company with related parties.
? Scrutiny of inter-corporate loans and investments
? Valuation of undertakings or assets of the Company, wherever it is necessary.
? Monitoring the end use of funds raised through public offers and related matters.
? Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.
? Reviewing periodically the adequacy of the internal control system.
- Discussions with Internal Auditor on any significant findings and follow up there on.

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.

Fourmeetings of the Audit Committee were held during the year viz. on 22/06/2020, 15/09/2020,12/11/2020 and 12/02/2021.

B. Composition of Nomination and Remuneration Committee:

The members of the Committee are as follows:

Name Of Director Category of Directorship Designation Number of meeting held Number of meeting attended
Mr. Prakash Rahevar Independent Non Executive Member 3 3
Mr. Vishal Shah Managing Director Member 3 3
Mr. KunjanVora Independent Non Executive Chairman 3 3

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 broad terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;
Devising a policy on Board diversity;
Formulation of Remuneration policy;
Review the structure, size and composition of the Board;
Identifying and selection of candidates for appointment as Directors;
Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;
Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31stMarch 2021, the Nomination and Remuneration Committee met three times16/07/2020, 07/09/2020 and 12/02/2021.

C. Composition of Stakeholder Relation Committee:

The members of the Committee are as follows:

Name Of Director Category of Directorship Designation Number of meeting held Number of meeting attended
Mr. Prakash Rahevar Independent Non Executive Member 1 1
Mr. Vishal Shah Managing Director Member 1 1
Mr. KunjanVora Independent Non Executive Chairman 1 1

During the financial year ended on 31stMarch 2021, the Stakeholders Relationship Committee met one time on 12/02/2021.

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 31stMarch, 2021are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2020.

Compliance Officer:

The Company Secretary and Compliance officer of the Company is Ms. Avani Sejpal.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

32. 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

33. PARTICULARS OF EMPLOYEES:

The Company does not have any employee getting remuneration under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, Disclosures regarding the above is not required to be mentioned.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as perAnnexure -B.

35. 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.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board
402-Sheel Complex, Gujarat ToolroomLimited
Nr. Mithakhadi under Bridge,
Navrangpura, Ahmedabad 380009 Sd/- Sd/-
Manish Shah Vishal Shah
Director Managing Director
Place: Ahmedabad DIN: 03060959 DIN: 03279724
Date: 14th August, 2021