undefined share price Directors report


To,

The Members,

GUJARAT TOOLROOM LIMITED.

Your Directors are presenting the 39th Annual Report of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2023.

1. FINANCIAL PERFORMANCE:

The details of the financial performance are as under:

(Rs. in Lakhs)

Particulars 2022-23 2021-22
Income 240.86 0.00
Other Income 1.14 0.84
Total Revenue 242.00 0.84
Less Expenses 73.25 16.77
Profit/(Loss) before Interest, Depreciation and tax 168.75 (15.93)
Less: Interest
0.00 0.12
Less: Depreciation & Amortization cost 0.00 0.00
Profit/(Loss) Before Tax 168.75 (16.05)
Less: Tax Expense 30.00 0.00
Profit/(Loss) after Tax 138.75 (16.05)

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

2. HIGHLIGHTS OF FINANCIAL SUMMERY

During the period under review your Company has made a Profit of Rs. 138.75 Lakhs as against the Loss of Rs. 16.05 of the previous financial year. The Company has earned total revenue of Rs. 242.00 Lakhs and there was no income generated by the company in the previous year.

3. DIVIDEND

With a view to conserve the resources of company and by looking at financial prospects the directors of the company have not recommended any dividend.

4. TRANSFER TO RESERVES & SURPLUS:

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

5. INCREASE IN AUTHORISED SHARE CAPITAL:

There is an increase in Authorized share capital of the Company from the existing to Rs. 6,00,00,000 consisting of 60,00,000 Equity Shares of Rs. 1/- each during the year under review.

6. INCREASE INISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL:

The company has issued new equity shares 4860000 by way Preferential Issue during the year under review. Hence, the Issued, Subscribed and paid-Up Capital of the Company is Rs 55553600 consisting of 55553600 fully paid-up Equity Shares of Rs. 1/- each.

Further, the company has sub divided the equity shares from the face value of Rs. 10/- each to the face value of Rs. 1/- during the year under review. The face value of equity shares is of Rs. 1/- each.

7. LISTING:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE).

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

The company has changed its object clause by addition of new object of Real Estate and construction Activity in the Memorandum of the company during the year under review.

9. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.gujarattoolroom.com

10. 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 belief the Board of Directors hereby submits that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2023 the 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 31st March, 2023, 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.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013:

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

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013 is as mentioned in Note 24 of Financial Statement. 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.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place a sound financial control system and framework in place to ensure:

The orderly and efficient conduct of its business including adherence to Companys policies, Safeguarding of its assets, The prevention and detection of frauds and errors, The accuracy and completeness of the accounting records and The timely preparation of reliable financial information.

The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews

During the year, such Controls were tested and no reportable material weakness was observed.

14. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, the Registered Office of the Company has shifted from existing to 10, Ankur Complex, B/h. Townhall, Ashram Road, Ellisbridge, Ahmedabad-380006 w.e.f. 23.11.2022.

Further, the company has shifted the registered office to 404 - 4th floor, Samarth Co. Op. H. Soc, Nr. Silicon Tower, Nr. Law Garden, Ellis bridge, Ahmedabad Ellisbridge Ahmadabad City Ahmedabad GJ 380006 w.e.f. 14th August, 2023.

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 any material changes and commitments, affecting the financial position of the Company which has occurred subsequent to the date of the Financial Year 2022-2023. The Company continues to maintain a positive outlook for the next financial year and will continue to monitor changes in future economic conditions.

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 the Companies Act, 2013 does not apply.

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

AND OUTGOCONSUMPTION 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

18. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

19. 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.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

COMPOSITION OF BOARD:

The Directors and Key Managerial Personnel of the Company as on 31.03.2023 are summarized below:

Sr. Name Designation Category
No.
1. Mr. Kalpesh Anilbhai Malvi Managing Director Executive Director
2. Mr. Manish Shah Additional Director Non-Executive Director
3. Mr. Kunjan Vora Director Independent, Non- Executive
4. Mr. Prakash Rahevar Director Independent, Non- Executive
5. Mr. Kalpesh Anilbhai Malvi Chief Financial Officer -
6. Mr. Manish Nirmal Additional Director Independent, Non- Executive
7. Ms. Ritu Nayak* Company Secretary & Compliance Officer -

Ms. Ziral Soni has resigned as Company Secretary & Compliance Officer of the company with effect from August 6, 2022

* Ms. Ritu Nayak appointed as Company Secretary & Compliance Officer of the company with effect from December17, 2022.

Vishal Shah has resigned from the Director ship of the company with effect from 03rd October, 2022 and Mr. Kalpesh Malvi appointed as a Director with effect from 03rd October, 2022.

21. 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.

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

During the Financial Year 2022-2023, the Company held Fourteen (14) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 18/05/2022 4 4
2 23/05/2022 4 4
3 09/08/2022 4 4
4 22/09/2022 4 4
5 03/10/2022 4 4
6 14/11/2022 4 4
7 23/11/2022 4 4
8 05/12/2022 4 4
9 17/12/2022 4 4
10 09/01/2023 4 4
11 16/01/2023 4 4
12 21/01/2023 4 4
13 13/02/2023 4 4
14 10/03/2023 4 4

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 Report on Corporate Governance does not form part of this Boards Report.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company has no any Subsidiaries / 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 2022-23. 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 there under, 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:

The present Auditors of the Company are M/s Abhishek Kumar & Associates., (FRN:130052W/132305) Chartered Accountants, Ahmedabad were appointed as Auditors for the Financial Year 2022-23 to fill the casual vacancy caused by the resignation of M/s. Dharmesh Parikh & CO LLP., Chartered Accountants and shall hold office up to the conclusion of the ensuing Annual General Meeting going to be held at remuneration as may be decided by the shareholders of the company

In accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Auditor Report:

During the year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies

Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

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 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 M/s. M.S Buchasia & Associates (FCS. 5843, COP No. 4156), Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. Secretarial Audit Report issued by M/s. M.S Buchasia & Associates, Practicing Company Secretary 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:

? The Company was late to submitting reconciliation of share capital Audit report as per Regulation 76 of the Securities and Exchange Board India (Depository and Participant) Regulations, 2018 for quarter ended 30th September 2022

Reply: The Board of Directors of the Company would like to inform you that the Company is regular in submission of Audit report for all the quarter as required under Regulation 76(1) of SEBI(Depository participants) Regulations, 2018 but inadvertently missed to submit audit report for the Quarter ended on 30th September 2022 and company has submitted the same 16th November 2022. It is to be noted that the Audit report for the remaining quarters were timely disseminated on website of the BSE Ltd.

? Newspaper Advertisement of Financial Results should be given as per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Reply: Company will ensure to make compliance as per of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

? The Company was late to submitting Disclosure of Shareholding Pattern as per Regulation 31 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 30th September 2022.

Reply: The Board of Directors of the Company would like to inform you that the Company is regular in submission of Shareholding Pattern for all the quarter as required under Regulation 31(1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 but inadvertently missed to submit the Shareholding pattern for the Quarter ended on 30th September 2022 and company has submitted the same 07th November 2022. It is to be noted that the Shareholding Pattern for the remaining quarters were timely disseminated on website of the BSE Ltd.

? The Company failed to submit Corporate Governance Report as per regulation 27(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended, 30th September 2022.

Reply: The Board of Directors of the Company would like to inform you that the Company is regular in submission of Corporate Governance Report as per regulation 27(2)(a) for all the quarter as required under Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but inadvertently missed to submit the Corporate Governance Report for the Quarter ended on 30th September 2022. It is to be noted that the Corporate Governance Report is not applicable to the company and non-applicability certificate Corporate Governance Report for the remaining quarters were timely disseminated on website of the BSE Ltd.

? The Company was late to submitting Financial Results along with Limited review report as per Regulation 33 (3) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 30th September 2022 and 31st December 2022

Reply: The Board of Directors of the Company would like to inform you that the Company is regular in submission of Financial Result as per regulation 33(3)(a) for all the quarter as required under Regulation 33 (3) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but the company was late to submit due to administrative purpose for the Quarter ended on 30th September 2022 and 31st December 2022. It is to be noted that the Financial Results for the remaining quarters were timely disseminated on website of the BSE Ltd.

? The Company was late to submitting Statement of Investor Complaints as per Regulation 13(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ended 30th September 2022.

Reply: The Board of Directors of the Company would like to inform you that the Company is regular in submission of Investor Complaints as per Regulation 13(3) for all the quarter as required under Regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but the company was late to submit due to administrative purpose for the Quarter ended on 30th September 2022. It is to be noted that the Investor Complaints as per Regulation 13(3) for the remaining quarters were timely disseminated on website of the BSE Ltd.

? The company was late to submit voting result of general meeting as per Regulation 44(3) Of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

? Reply: The Board of Directors of the Company would like to inform you that the company was late to submit the voting result of general meeting as per Regulation 44(3) Of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to administrative purpose and company will ensure to make the timely compliance.

? Company has not appointed company secretary for the period 06/08/2022 to 16/12/2022 as per section 203 of the Companies Act, 2013

Reply: The company was not able to find the suitable period during the period 06/08/2022 to 16/12/2022. Company Secretary has been appointed from 17/12/2022.

? Company had appointed MANISH KIRTILAL SHAH as additional director of the company as per section 161 of the companies Act 2023 w.e.f. 16/07/2020 till the date company had not done regularsation as director of the company or vacate the office of director as per the companies Act 2013.

Reply: It is to be informed that company inadvertently missed to file the form regularisation of Manish Shah. The company will take care of compliances.

? Company had appointed KUNJAN NARENDRAKUMAR VORA as additional director of the company as per section 161 of the companies Act 2023 w.e.f. 24/09/2015 till the date 31/03/2023 company had not done regularsation as director of the company or vacate the office of director as per the companies Act 2013.

Reply: It is to be informed that company inadvertently missed to file the form regularisation of Manish Shah. The company will take care of compliances. However, Kunjan Vora has resigned from the Board w.e.f. 28.06.2023 but due to technical issue entry of Kunjan Vora is showing 2 times. And the company will comply with the requirements of the provision of the act.

? Audit report of the company should be signed by CS and CFO of the company.

Reply: Company will comply with the requirement of Section 134 (1) of the Companies Act, 2013

? The Company has functional website but the website does not provide the minimum information in terms of the Regulation 46 (1) of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015and it is also not updated with timely dissemination of the required information. Hence, the Company has not complied with Regulation 46 (1) of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015

Reply: The Board of your Company would like to inform you that the Company has now initiated the steps to update the website of the Company with all required minimum statutory requirements and will also ensure timely updation of website by dissemination of the required information.

? 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

Reply: The Board of Directors of the Company would like to inform you that the Company is not find the suitable person for women director and is in process of appointment of Woman Director. However, the Company will intimate the same as and when process of appointment gets completed.

? 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, 2022 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, 2022

Reply: It is hereby informed that due to administrative purpose the company was missed to file the Form MGT-14 for approval of Financial Statement and Board Report and the company will ensure to make good compliances.

? Non-compliance of section 121(1) of the Companies Act, 2013 and Rule 31(2) of Companies (Management and Administration) Rules, 2014 which stipulates that company require to file E-Form MGT-15 for filing Report on Annual General Meeting, however the company has not filed E-Form MGT-15 for the annual general meeting held in the year 2022.

Reply: Due to administrative purpose the company missed to file the file the form MGT-15 for filing Report on Annual General Meeting and ensure to make the timely compliance.

28. 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:

During the year under review, no any Loan from Bank or FIII sanctioned to Company

29. DISCLOSURES OF 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
Mr. Kunjan Vora Independent Non-Executive Chairman
Mr. Manish Shah Non- Executive Director Member
Mr. Prakash Rahevar Independent Non-Executive Member

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 has accepted all the recommendations of the Committee.

B. Composition of Nomination and Remuneration Committee:

The members of the Committee are as follows:

Name Of Director Category of Directorship Designation
Mr. Kunjan Vora Independent Non-Executive Chairman
Mr. Manish Shah Non- Executive Director Member
Mr. Prakash Rahevar Independent Non-Executive Member

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.

Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process.

C. Composition of Stakeholder Relation Committee:

The members of the Committee are as follows:

Name Of Director Category of Directorship Designation
Mr. Kunjan Vora Independent Non-Executive Chairman
Mr. Manish Shah Non-Executive Director Member
Mr. Prakash Rahevar Independent Non-Executive Member

Details of Investors grievances/ Complaints:

All investor complaints received during the year were resolved. There is no pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2023.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2023.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective Annual Report 2022-23 The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

31. 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

32. 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 same is not required to be mentioned.

33. STATE OF COMPANIES AFFAIRS:

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA) in "Annexure- B as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Annual Report.

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 per "Annexure B".

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES:

As, Section 135 of the Companies Act, 2013 (‘the Act,) is not applicable to the Company and further, the Company has not developed and implemented any Corporate Social Responsibility initiatives according the same, hence, the said provision is not applicable.

36. DIRECTORS DISQUALIFICATION:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

37. 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.

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

During the year under review, there no any 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.

39. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on 31st March, 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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 order of Board of Directors
404, 4th floor, Samarth Co. Op. H. Soc, Nr. Law Garden, Ellishbridge, Ahmedabad- Nr. Silicon Tower 380006 Sd/- GUJARAT TOOLROOM LIMITED Sd/-
Manish Nirmal Kalpesh Anilbhai Malvi
Place: Ahmedabad Director Managing Director &CFO
Dated: September 4, 2023 DIN: 09852472 DIN: 06880789