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Gujarat Investa Ltd.

BSE: 531341 Sector: Financials
NSE: N.A. ISIN Code: INE373D01017
BSE LIVE 13:15 | 30 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 3.26
PREVIOUS CLOSE 3.43
VOLUME 1625
52-Week high 5.04
52-Week low 3.26
P/E 89.50
Mkt Cap.(Rs cr) 3
Buy Price 3.58
Buy Qty 799.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.26
CLOSE 3.43
VOLUME 1625
52-Week high 5.04
52-Week low 3.26
P/E 89.50
Mkt Cap.(Rs cr) 3
Buy Price 3.58
Buy Qty 799.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Investa Ltd. (GUJINVESTA) - Director Report

Company director report

To

The members

Your Directors are pleased to present the 25thAnnual Report together withthe Audited Financial Statements for the year ended March 31 2017.

FINANCIAL RESULTS

Particulars 2016 – 2017 2015 – 2016
Revenue from operations 1499890 1585366
Other Income 3620 14556
Total revenue 1503510 1599922
Expenditure
Employee benefits expenses 403983 533060
Other expenses 676851 862643
Total expenses 1080834 1395703
Profit before exceptional and extra ordinary items and tax 422676 204220
Profit before tax 422676 204220
Tax expense :
Current Tax 130000 80000
Previous Year -3450 13993
Net profit for the year 296126 110227

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the total revenue of company was Rs. 1503510 comparedto the previous years of Rs. 1599922. The Company has made profit of 422676 ascompared to Profit of Rs. 204220 in previous year.

OPERATIONS:

During the year under the review the total income decreased by6.03% in comparison tothe previous year. The total expenses have decreased by 22.56% and the net profit aftertax has increased by 62.78%.

The Company has transferred 20% of Current Year Profit amounting to Rs. 59225/- toSpecial Reserve pursuant to section 45-IC of Reserve Bank of India Act 1934.

Your Directors are hopeful to exploit the present resources in efficient manner andachieve better results in the future.

DIVIDEND:

As the Company has inadequate Profit your directors do not propose any dividend forthe current year to conserve the resources.

CHANGE IN NATURE OF COMPANY BUSINESS:

During the year under review there is no change in the nature of companies Business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr.Purushottam R. Agarwal retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommended hisre-appointment.

ii. Cessation:

During the year under review no director has resigned from the post of Directorship.

iii. Appointment of Additional / Independent Women Director

During the year under review there were no changes in the composition of the Board.

iv. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1. Mr. Shrikant Y. Solanki Chief Financial Officer

2. Smt. Somna P. Agarwal Chief Executive Officer

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES :

Your Company has two associate Companies i.e. Global Aman Infratech Private Limited andAnunay Fab Limited

In terms of the Provisions contained in Section 129 (3) of the Companies Act 2013 readwith rule 5 of the Companies (Accounts) Rules 2014 a report on the performance and thefinancial of each of the subsidiaries is provided as Annexure A i.e ‘AOC-1'to this Report.

DEPOSIT :

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orderspassed by any Regulators or Court or Tribunals which may have impact on the going concernstatus. No order has been passed by any Regulators or Court or Tribunals which may haveimpact on the Company‘s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby declares that there are no particulars to report for the Conservation of Energy& Technology Absorption. There is no foreign exchange earnings and outgo during theyear under the review.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consisted of threeDirectors viz. Mr. Anandkumar P. Agarwal Mr. Sumant Laxminarayan Periwal and Mrs. SomnaP. Agarwal. Majority members of the Audit Committee are Independent and non-executiveDirectors. Mr. Anandkumar P. Agarwal is the Chairman of the Audit Committee.

During the year the Audit Committee met 4 times on 30.05.2016 11.08.2016 14.11.2016and 13.02.2017 attendance of the members as under:

Name of the Director Designation Category No. of Meeting attended
Held Attended
Anandkumar Agarwal Chairman Non-Executive & Independent Director 4 4
Sumant Periwal Member Non-Executive & Independent Director 4 4
Somna Agarwal Member Non-Executive & Non-Independent Director 4 4

The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 and Regulation 18(1) ofSEBI(LODR) Regulation 2015 with the Stock exchanges as amended from time to time. TheStatutory Auditor Internal Auditor and Chief Finance Officer and Chief Executive Officerusually attend the Meeting of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The nomination & Remuneration Committee of the Board of Directors of the Companyconsisted of three Directors viz. Mr. Anandkumar Agarwal Mrs. Somna Agarwal and Mr. SumatPeriwal Mr. Anandkumar Agarwal is the Chairman of the nomination & RemunerationCommittee.

During the Year under review one Meeting of the Nomination &Remuneration Committeewas held on 31.05.2016

Name of the Director Designation Category No. of Meeting attended
Held Attended
Anandkumar Agarwal Chairman Non-Executive & Independent Director 1 1
Sumant Periwal Member Non-Executive & Independent Director 1 1
Somna Agarwal Member Non-Executive & Non-Independent Director 1 1

The Composition and the Terms of Reference of the nomination & RemunerationCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 as amended from time to time.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Companyconsisted of Three Directors Mrs. Somna P Agarwal Mr. Anandkumar Agarwal and Mr. SumantPeriwal. All members of the Stakeholder Relationship Committee are non-executiveDirectors. Mr. Anandkumar Agarwalis the Chairman of the Stakeholder RelationshipCommittee.

During the Year under review total two Meetings of the Stakeholder RelationshipCommittee were held on 11.08.2016 and 14.02.2017

Name of the Director Designation Category No. of Meeting attended
Held Attended
Anandkumar Agarwal Chairman Non-Executive & Independent Director 2 2
Sumant Periwal Member Non-Executive & Independent Director 2 2
Somna Agarwal Member Non-Executive & Non-Independent Director 2 2

The Composition and the Terms of Reference of the Stakeholder Relationship Committee isas mentioned in the provisions of Section 178 of the Companies Act 2013 and Regulation 20of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amendedfrom time to time.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

There is no increase in remuneration given to the Employees for the year 2016-2017.Further the Company is not paying any remuneration to any of its Directors and hence thecomparison as required to be given are not applicable pursuant to section 197(12) and Rule5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.Requireddetails are annexed to this Report as Annexure B

POLICIES

In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the followingpolicies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction orinformation

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company viz.www.gujaratinvesta.com

AUDITORS

i. Statutory Auditor and their Report

At 22nd Annual General Meeting held on 30th September 2014 the members approvedappointment of M/ s. Lunia& Company (Firm Registration No. 116436W) CharteredAccountants to hold office from the conclusion of the 22nd Annual General Meeting untilthe conclusion of the 25th Annual General Meeting (subject to the ratification of theappointment by the members at every Annual General Meeting held after the 22nd AnnualGeneral Meeting) on such remuneration as may be fixed by the Board apart fromreimbursement of out of pocket expenses as may be incurred by them for the purpose ofaudit.

Accordingly in accordance with Section 139 of the ActM/s Tantiya and Co are proposedtobe appointed as auditors of the company. Members are requested to appointTantiya&Co. M/s. Lunia and Co ceases to be auditors in terms of section 139 of theCompanies act 2013 and the resolution passed at 22nd Annual GeneralMeeting.The new auditor would be for the term of five years to hold office from theconclusion of the 25th Annual General Meeting till the Conclusion of the 30thAnnual General Meeting

The observations made in the report of M/s Lunia and Co and dealt with in the notesforming part of the Accounts at appropriate places are self–explanatory

As regards the confirmation for loans and advances the company is in process of gettingthe confirmation from the respective parties and as on date no parties has disputed theamount stated into the Book of accounts.

ii) INTERNAL AUDITOR

M/s. Tantiya& Co. Chartered Accountant were Internal Auditors of the Companyupto13th January 2017 and w.e.f 13th January 2017 N.K.Shrishrimal& Co. were appointed as an internal Auditor of the Company. The AuditCommittee of the Board of Directors in consultation with the Internal Auditors formulatethe scope functioning periodicity and methodology for conducting the internal audit.

iii) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has in compliance with the provisions of Section204(1) of the Companies Act 2013 and rules made in this behalf appointed M/S. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2016-2017. The Report of the Secretarial Auditor is annexed to thisReport as Annexure C which is self explanatory and give complete information.

Explanation to the Qualifications in Secretarial Audit Report.

Qualification/ Adverse Remark Explanation
The Company is yet to appoint the Company Secretary as specified under the provisions of Section 203 under the Companies Act 2013. The company was not able to get a fit and proper candidate at remuneration commensurate with the size of the company. The company did make sufficient attempts to appoint full time Company Secretary however was unable to find/appoint any suitable candidate.
The company has not complied with any requirement at Ahmedabad Stock Exchange as specified under the provisions of SEBI (LODR) Regulations 2015 The company assures to do the compliance on time.
The Company has not complied with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The company assures to do the compliance on time

LISTING:

The shares of the company are listed at ASE and BSE Limited. Listing fees of BSELimited is paid for the year 2017-2018.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act your Directors report that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along proper explanation relating to material departures.

(b) The Directors have 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 the Company at the end of the financial year and of theprofits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5)(e) the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Regulation 15 (2)(a) of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 regarding Corporate Governance is not applicable to the Company thepaid-up capital of the company being less than Rs.10 crorers and networth being less than25 crores the threshold limit as prescribed therein.

RELATED PARTY TRANSACTIONS:

The related party transactions that were entered during the financial year were in theOrdinary course of business of the Company and were on arm's length basis. There were nomaterially significant related party transactions entered by the Company with itsPromoters Directors Key Managerial Personnel or other persons which may have potentialconflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approvalwherever applicable.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2017.

INVESTMENT IN UNQUOTED SHARES:

The Company has made investment in unquoted shares in following company during theyear.

1. Ambuja Fashion Private Limited

2. V.R. Polyfab Private Limited

3. Global Aman Infratech Private Limited

4. Anunay Fab Limited

5. Balhanuman Fabrics Private Limited

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.

STATEMENT OF INDEPENDENT DIRECTORS:

There Following Directors are independent in terms of Section 149(6) of the Act:

(a) Mr. Sumant Laxminarayan Periwal

(b) Mr. Anandkumar Agarwal

The Company has received requisite declarations/confirmations from all the aboveDirectors confirming their independence.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31stMarch 2017 is annexed as Annexure D to this Report.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. During the year five Board meetings were convened andheld. The gap between two consecutive meetings was not more than one hundred and twentydays as provided in section 173 of the Act. The Details of Which are as under

Sr. No. Date of Board Meeting Directors Present
1. 30.05.2016 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
2. 12.08.2016 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
3. 14.11.2016 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
4. 13.1.2017 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal
5. 13.02.2017 1. Mr. Purshottam Agarwal
2. Mr. Anand Agarwal
3. Mrs. Somna Agarwal
4. Mr. Sumant Periwal

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR)Regulations 2015 the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee wasevaluated by the Board having regard to various criteria such as committee compositioncommittee processes committee dynamics etc. The Board was of the unanimous view that allthe committees were performing their functions satisfactorily and according to the mandateprescribed by the Board under the regulatory requirements including the provisions of theAct the Rules framed thereunder and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of the non-independentdirectors was evaluated by the Independent Directors at their separate meeting. Furthertheir performance was also evaluated by the Board of Directors. The various criteriaconsidered for the purpose of evaluation included leadership engagement transparencyanalysis decision making functional knowledge governance and interest of stakeholders.The Independent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

There are no material changes and commitments if any which may have adverse effect onthe operations of the Company.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers suppliers customers andthe shareholders for their continued support to the company.

Registered Office: For and on behalf of the Board
3 & 4 Shivalik Plaza GUJARAT INVESTA LIMITED
Opp. Atira Ambawadi
Ahmedabad - 380 015
Purshottam R. Agarwal
Dated: 29th May 2017 Chairman
DIN: 00396869