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Gujarat Toolroom Ltd.

BSE: 513337 Sector: Engineering
NSE: N.A. ISIN Code: INE145J01024
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OPEN 15.56
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VOLUME 399
52-Week high 15.56
52-Week low 4.52
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
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Gujarat Toolroom Ltd. (GUJTOOLROOM) - Director Report

Company director report

To

THE MEMBERS

Your Directors have the pleasure of presenting their 36th Annual Report onthe business and operations of the Company and the accounts for the financial year endedMarch 31 2020.

I. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March 2017 issummarized below:

(Amount In Rs.)
Financial Particular Year ending on 31st March 2020 Year ending on 31st March 2019
Total Income (Net) 0 0
Total Expenditure 5098708 5098708
Gross Profit/(Loss) (5098708) (5098708)
Less:
Depreciation 0 0
Provision For Taxation 0 0
Extra Ordinary Items 0 0
Tax Expense:
Adjustment of earlier years 0 0
Profit/(Loss) After Tax (5098708) (5098708)

II. PERFORMANCE REVIEW:-

During the year under review the Company has incurred loss and not done any commercialoperations. However your directors are optimistic about the future growth and performanceof the Company.

III. TRANSFER TO RESERVES:

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

IV. DIVIDEND:

Since the Company has incurred loss in the Financial Year ended 31.03.2020.Hence nodividend is declared by the Company.

V. PUBLIC DEPOSITS:

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

VI. CHANGE IN THE NATURE OF THE BUSINESS:

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

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

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

VIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

X. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The

Board has inter alia reviewed the adequacy and effectiveness of the Company's internalfinancial controls relating to its financial statements. During the year such Controlswere tested and no reportable material weakness was observed.

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

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

XII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

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

XIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

XIV. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

XV. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

A. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution

: None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

e) the expenditure incurred on Research and Development : Nil

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

XVI. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition of Board

Name of Directors Designati on Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Vishal M. Shah Chairman & Director Independent 4 4
Mr. Kunjan N. Vora Director Independent 4 4
Ms. Neha Jain Director Independent 4 4

ii. Retirement by rotation and subsequent re-appointment:

Mr. Manish K Shah (DIN: 03060959) is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered herself for reappointment.Appropriate resolutions for the re- appointment are being placed for your approval at theensuing AGM.

The brief resume of the Director and other related information has been detailed in theNotice convening the 36th AGM of your Company.

iii. Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.

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

The Company had 4 Board meetings on 25/05/2019 14/08/2019 13/11/2019 and 30/01/2020during the financial year under review.

XVII. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

ii. 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 or loss of the Company for the year under review.

iii. 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

XVIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. Four meetings of the Audit Committee were heldduring the year viz. on 24th May 2019 11th August 2019 16thDecember 2019 and 07th February 2020 respectively.

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

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Ms. Kunjan N. Vora Independent Non Executive Chairman 4 4
Mr. Neha Jain Non- Independent Non Executive Member 4 4

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

[B] NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Committee is as under:

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Mr. Kunjan N. Vora Independent Non Executive Chairman 1 1
Mr. Vishal Shah Non- Independent Non Executive Member 1 1

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

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

During the financial year ended on 31st March 2020 the Nomination and RemunerationCommittee met one time on 14th August 2019.

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of the following members:

Name Of Director Category of Directorship Designation
Mr. Kunjan N. Vora Independent Non Executive Chairman
Ms Neha Jain Independent Non Executive Member

Details of Investor's grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2020 are NIL.

There were no pending requests for share transfer/ dematerialisation of shares as of 31stMarch 2020.

Meetings of stakeholder relationship committee During the year the Committee met duly5 times

XIX. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

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

XX. AUDITORS:

A. Ratification of Statutory Auditors:

The present Auditors of the Company M/s Dharmesh Parikh & Co. CharteredAccountants Ahmedabad were appointed as Auditors for a period of 5 year(s) at the 35thAnnual General Meeting held on 29th September 2019 to hold office tillthe conclusion of 40th Annual General Meeting to be held in 2024.

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

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

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

B. Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company

C. Secretarial Auditors:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s Jatin KapadiaCompany Secretaries had been appointed to issue Secretarial Audit Report for the periodended on 31st March 2020.

XXI. CORPORATE GOVERNANCE:

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

XXII. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report

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

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

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

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

XXV. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors of the company at their meeting held on 24th May 2016 approvedthe appointment of M/S Bigshare Services Private Limited in place of M/s Sharepro (India)Private Limited. The Bigshare Services Private Limited acting as Common Share Registry ofthe Company w.e.f 15th July 2016.

XXVI. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

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 forming part of the Annual Report.

XXVII. LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The Companyyet to pay annual listing fee for the F.Y. 2019-2020 further the Company is regular incompliances of various clauses and regulations of the Listing Agreement and/or LODR.

XXVIII. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.

XXIX. FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year2020-2021 as per the following schedule:

First quarter 2nd week of August 2020
Half-yearly results 2nd week of November 2020
Third quarter 2nd Week of February 2021
Yearly Results By end of May 2021

ACKNOWLEDGEMENTS:

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

Place: Ahmedabad For and on behalf of the Board
Date: 01/09/2020
Vishal Shah
Chairman
(DIN: 03279724)

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