Your Directors have pleasure in presenting the 24th Annual Report of thecompany together with the Audited Financial Accounts for the year ended 31st March 2016.
|FINANCIAL RESULT || || |
|Particulars ||2015-2016 ||2014-2015 |
|Income from Operation and Other income ||4189.41 ||6005.45 |
|Profit/(loss) Before Interest Depreciation & taxation ||202.66 ||723.34 |
|Less: Interest and financial expenses ||(51.95) ||(99.66) |
|Depreciation & Write-off ||(97.65) ||(125.47) |
|Profit/(Loss) Before Taxation ||53.06 ||498.21 |
|Less: Provision for Taxation ||(18.38) ||(174.68) |
|Add/Less: Prior Year Adjustment ||0.00 ||0.00 |
|Net Profit/(Loss) Available ||34.68 ||323.53 |
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
The performance of the Company during the year under review remains satisfactorylooking to the economic recession as a whole. The sales of the Company remained averagedue to complete recession in the industry as a whole. The Company is aiming to maintainthe profitability and give boost up to the export of the company.
Your company has not issued any equity shares during the year under review.
Your Board of Directors has not recommended the final dividend for the financial yearended on March 31 2016.
TRANSFER TO RESERVE
As Board has not recommended dividend No amount has been transferred to GeneralReserve for the financial year ended on March 31 2016.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred Rs. 282952.00 to Investor Education and Protection Fund asrequired under the Companies Act 2013.
The Company has no Holding Subsidiary and Associate Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial year of the Company to whichthe Financial statements relate and the date of the Report.
Company has not accepted any deposits and as such no amount of Principal or Interestwas outstanding as of the Balance Sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not made any transaction forming part of section 186 of the CompaniesAct 2013.
RELATED PARTY TRANSACTIONS
Company has entered into transaction with Related Parties at Arm's LengthBasis.Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure02 to the Board's report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. During the year such controls were tested and noreportable material weakness in the design or operation was observed.
The assets of the company including buildings plant & machinery stocks etc.wherever necessary and to the extent required have been adequately insured against variousrisk.
The Company is engaged in the Casting business only and therefore there is only onereportable segment in accordance with the Accounting standards on segment reporting AS-17.
INDUSTRIAL RELATIONS & HUMAN RESOURCES
The company treats its all manpower as a valuable assets and growth of the company ispossible through entire workforce working in the company. The industrial relation withworkmen and staff continued to be extremely cordial during the year under review. TheBoard wishes to take place on record its appreciation for the valuable services renderedby its entire workforce.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Gujarat Intrux's premises through various interventions andpractices. The company has formed an Internal Complaints Committee (ICC) and during theyear Internal Complaints Committee (ICC) has not received any complaints. The policy onprevention of sexual harassment is placed on the website of the company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the Annual Report.Particulars of Employees in terms of the provisionsof Section 197(12) of the Act read with Rules 5(1) is attached with this report as Annexure04 and a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company as the Company have no such Employees who were drawing remuneration in excessof the limits prescribed. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review as stipulatedunder Listing Agreement/ Listing Regulations is presented in separate section and formspart of the Annual Report.
Corporate Governance is a system of rules practices and processes by which a companyis directed and controlled. Corporate Governance essentially involves balancing theinterests of the many stakeholders in a company these include its shareholdersmanagement customers suppliers financiers government and the community and consideringthe importance of Corporate Governance your Company is committed to maintaining thehighest standards of corporate governance and adheres to the corporate governancerequirement set out by Companies Act 2013 and SEBI. All conditions of corporategovernance as required under Listing Agreement/Listing Regulations have been complied withand duly audited. A certificate from the statutory auditors of the company regardingcompliance of conditions of corporate governance has been obtained and is enclosedherewith Annexure 03.
CEO & CFO CERTIFICATION
Pursuant to the provisions of clause 49 of the Listing Agreement/Regulation 17(8) ofSEBI (LODR) Regulations 2015 the CEO & CFO Certificate for preparation of financialstatements etc. is forming part of Corporate Governance report annexed to this report.
NUMBER OF MEETINGS OF THE BOARD
The Board has met Four(4) times during the financial year details of which are givenin the Report on Corporate Governance.
Shri Ramankumar D. Sabhaya and Shri Dhiraj D. Pambhar Directors of the Company retiresat the ensuing Annual General Meeting pursuant to provision of section 152(6) of theCompanies Act 2013 and being eligible offer themselves for re-appointment. Mr. Dhiraj D.Pambar Re-appointed as Managing Director of the Company for a period of 5 years w.e.f.01-11-2015 and at the ensuing Annual General Meeting Board proposed to approve the termsof re-appointment pursuant to provision of section 196(4) of the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director undersection149(7) of the Companies Act 2013 that he/she meets with the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Corporate Governance Report which forms part of this report and said policyis placed on the website of the Company. Further information about directors' sittingfees has also explained in the same report.
As per Companies Act 2013 Board has made annual evaluation of its own performance andalso of its committees and Individual Directors. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard.
COMMITTEES OF THE BOARD
At present the Company is having 5(Five Committees) as mentioned below:
The Company has an adequately qualified Audit Committee constituted in accordance withthe provisions of section 177 of the Companies Act 2013 and Clause 49 of ListingAgreement/Regulation 18 of SEBI (LODR) Regulations 2015. The details of composition ofCommittee and other relevant details are given in the Report on Corporate Governance.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has also constituted Nomination and Remuneration Committee Pursuant toprovision of section 178 of the Companies Act 2013 and Clause 49 of ListingAgreement/Regulation 19 of SEBI (LODR) Regulations 2015 and the details of composition ofCommittee and other relevant details are given in the Report on Corporate Governance.
STAKEHOLDERS RELATONSHIP COMMITTEE:
To consider and resolve the Grievances of Stakeholders the Company has framedStakeholders Relationship Committee in accordance with the provision of section 178 of theCompanies Act 2013 and Clause 49 of Listing Agreement/Regulation 20 of SEBI (LODR)Regulations 2015 and the details of composition of Committee and other relevant detailsare given in the Report on Corporate Governance.
CORPORATE SOCIAL RESOPONSIBILIY COMMITTEE:
The Company is committed to conduct its business in a socially responsible ethical andenvironmental friendly manner and to continuously work towards improving quality of lifeof the communities in its operational areas. The Company has a duly constituted CSRCommittee which is responsible for fulfilling the CSR objectives of the Company and thedetails of composition of Committee and other relevant details are given in the Report onCorporate Governance.
RISK MANAGEMENT COMMITTEE:
The Company has voluntarily framed Risk Management Committee which mainly aims atIdentification of Risk level at various stages of Business operation/ activities and tomanage the Risk and evaluation of RMS i.e Risk Management System. The details ofcomposition of Committee and other relevant details are given in the Report on CorporateGovernance.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement as enumerated under:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and;
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
Pursuant to provision of section 139 of the Companies Act 2013 M/s Chandabhoy &Jassoobhoy Chartered Accountants Statutory Auditors of the Company have been appointedto hold office till the conclusion of Annual General Meeting of the Financial year2016-17 subject to ratification by the Members at the ensuing Annual General Meeting andM/s. Chandabhoy & Jassoobhoy being eligible offers their services to continue to actas a Auditors of the Company. Board proposed to appoint them as Statutory Auditor of theCompany for the year 2016-17.
STATUTORY AUDITORS' REPORT
The observations of Auditors in their report read with the relevant note to accounts inschedule are selfexplanatory and do not require further explanation.
Pursuant to Provision of section 204(1) of the Companies Act 2013 the Board hasappointed M/s. K. P. Rachchh & Co. Practicing Company Secretary to conductSecretarial Audit for the financial year 2015-16. SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2016 is annexedherewith to this Report.Secretarial Auditors' Report in the prescribed format i.e. MR-3 inattached in this report as Annexure 05. The observations of Secretarial Auditor intheir report are self-explanatory and do not require further explanation.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format i.e. MGT-9 is appended as Annexure 06 tothe Board's report.
CORPORATE SOCIAL RESPONSIBILITY
CSR Committee is as per its policy in process of identification of proper area wherethe CSR fund (Rs. 13.43 Lacs- Provision made in the financial year 2015-16) to be spendhowever the same is yet to be finalized. The Committee at its meeting held on 20thMay 2016 recommended and on it's recommendation company has spend Rs. 10.00 Lakhs inhealth care sector and education in Rajkot city. CSR committee is focusing on its motiveof "EMPOWERING KINDNESS".
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in Annexure07 attached to this report.
WHISTLE BLOWER POLICY /VIGIL MECHANISM
The Company has in place a whistle blower policy to support the Code of BusinessEthics. This policy documents the Company's commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompany's Code of Business Ethics at a significantly senior level without fear ofintimidation or retaliation. The said policy is placed on the website of the company. ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by their esteemed customers. The Directors would also like to placeon record their sincere appreciation for the continued co-operation guidance support andassistance during the year under report by our Bankers all the customers suppliers ofthe Company including Government and Government agencies. The Board of Directors alsowishes to express its appreciation for the efforts and contribution made by the employeesat all levels during the year under report. Stakeholders support is also acknowledged bythe Management of the Company.
| ||for and on behalf the Board o |
| ||Gujarat Intrux Limited |
| ||Ramankumar D. Sabhaya |
|Place: Shapar (Dist.:Rajkot) ||(Chairman) |
|Date: 28th July 2016 ||DIN: 00569058 |