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Gujarat Investa Ltd.

BSE: 531341 Sector: Financials
NSE: N.A. ISIN Code: INE373D01017
BSE 00:00 | 26 Nov 6.10 -0.10
(-1.61%)
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NSE 05:30 | 01 Jan Gujarat Investa Ltd
OPEN 6.10
PREVIOUS CLOSE 6.20
VOLUME 552
52-Week high 8.30
52-Week low 1.45
P/E 61.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.10
CLOSE 6.20
VOLUME 552
52-Week high 8.30
52-Week low 1.45
P/E 61.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Investa Ltd. (GUJARATINVESTA) - Director Report

Company director report

To

The members

Your Directors are pleased to present the 29thAnnual Report together with the AuditedFinancial Statements for the Financial Year ended March 31 2021.

Financial Results:

Particulars 2020-21 2019-20
Revenue from operations 1735512 4242106
Other Income 1028 2969
Total revenue 1736540 4245075
Expenditure
Employee benefits expenses 290000 95000
Other expenses 838334 656650
Finance Cost 0 0
Total expenses 1128334 751650
Profit before exceptional and extra ordinary items and tax 608206 3493425
Profit before tax 286431 3493425
Tax expense :
Current Tax 175000 350000
Previous Year 146775 8640
Net profit for the year 286431 3134785

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the total revenue of company was Rs 1736540 compared tothe previous years of Rs. 4245075. The company has incurred total expense of Rs.1128334 as compared to Expense of Rs. 751650 in previous year. The company has madeprofit of Rs. 286431 as compared to Rs. 3134785 in the previous year.

OPERATIONS:

During the year under the review the total income decreased by 40.91% in comparison tothe previous financial year. The Company has transferred 20% of Current Year Profitamounting to Rs 57286 to Special Reserve pursuant to section 45-IC of Reserve Bank ofIndia 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 financial year under review there has been no change in the nature ofBusiness of the Company.

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 Director of the company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

ii. Appointment of Additional / Independent

Board has appointed Mr. Sumant Laxminarayan Periwal and Mr. Anandkumar ParmeshwarAgrawal as an Additonal Independent Directors of the Company for the consecutive fiveyears in the Board Meeting held on 21st July 2021.

iii. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1. Mrs. Pinky Mukesh Agarwal Chier Executive Officer (CEO)

2. Mr. Aniruddha Vyas Chief Financial Officer (CFO)

3. Mrs. Mansi P Patel Company Secretary cum Compliance Officer

iv. Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations 2015 particulars ofDirectors seeking appointment/ re-appointment at the ensuing Annual General Meeting areannexed to the this notice convening 29th Annual General Meeting.

None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

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.

FIXED 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 orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany'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.

THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014:

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 (Independent Director) Mr. Sumant LaxminarayanPeriwal (Independent Director) and Mrs. Pinky Agarwal (Director). Majority members of theAudit Committee are Independent and non-executive Directors. Mr. Sumant Periwal is theChairman of the Audit Committee.

During the year the Audit Committee met 4 times on 31.07.2020 29.08.2020 12.11.2020and 12.02.2021 attendance of the members as under:

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 4 4
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 4 4
Mrs. Pinky M. 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.

NOMINATION & REMUNERATION COMMITTEE

The nomination & Remuneration Committee of the Board of Directors of the Companyconsisted of three Directors viz. Mr. Anandkumar P. Agarwal (Independent Director) Mr.Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director).Majority members are Independent and non-executive Directors. Mr. Sumant Periwal is theChairman of the Audit Committee.

During the Year under review one Meeting of the Nomination &Remuneration Committeewas held on 31.07.2020.

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 1 1
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 1 1
Mrs. Pinky M. 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 viz. Mr. Anandkumar P. Agarwal (Independent Director) Mr.Sumant Laxminarayan Periwal (Independent Director) and Mrs Pinky M. Agarwal (Director).Mr. Sumant L Periwal is the Chairman of the Stakeholder Relationship Committee. During theYear under review total two Meetings of the Stakeholder Relationship Committee were heldon 29.08.2020 and 12.02.2021.

Name of the Director Designation Category No. of Meeting attended
Held Attended
Mr. Sumat L. Periwal Chairman Non-Executive & Independent Director 2 2
Mr. Anandkumar P. Agarwal Member Non-Executive & Independent Director 2 2
Mrs. Pinky M. 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 2020-2021.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.Required details are annexed to this Report as Annexure A.

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 of Practices & Procedures 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

7. Code of Conduct

8. Code of Conduct to regulate monitor and report trading by Insiders

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 25thAnnual General Meeting held on 28th September 2017 the members approvedappointment of M/s. Tantyia

& Co. Chartered Accountants [FRN NO.: 140806W] to hold office from the conclusionof the 25th Annual General Meeting to 30th Annual General Meeting (subject to theratification of the appointment by the members at every Annual General Meeeting heldafter 25thAnnual General Meeting) on such remuneration as may be fixed by the Board apartfrom reimbursement of out of pocket expenses as may be incurred by them for the purpose ofaudit.

The Ministry of Corporate Affairs vide its notification dated 07thMay 2018 has omittedSection 139(1) first proviso regarding ratification of appointment of auditors by membersat every Annual General. Therefore the Resolution for the ratification of M/s. Tantyia& Co. Chartered Accountants [FRN NO: 140806W] by members at 29th Annual GeneralMeeting was not taken for approval of Shareholders in Annual General Meeting.

The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2021 is self- explanatory and do not call for further explanations orcomments that may be treated as adequate compliance of Section 134 of the Companies Act2013.

ii. INTERNAL AUDITOR

M/s. Kamal M. Shah & Co. were appointed as an internal Auditor of the Company. TheAudit Committee of the Board of Directors in consultation with the Internal Auditorsformulate the scope functioning periodicity and methodology for conducting the internalaudit.

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 2020-2021.

The Report of the Secretarial Auditor is annexed to this Report as Annexure Bwhich is self explanatory and gives complete information.

There was a temporary non-compliance in the composition of the KMP in relation to appoint of Company Secretary under Section 203 of the Companies Act 2013. The company will comply with the Companies Act 2013
The composition of the Nomination and Remuneration Committee is not in compliance of provisions of section 178 of the Companies Act 2013 and rules made thereof & as per Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations 2015. The company will comply with the Companies Act 2013
There is lapse/delay in Compliance of provisions of the Reserve Bank of India Act 1934 and Non-Banking Financial Company Regulations. The company will try to comply with the RBI compliances on time.
The couple of forms required to be filed under the provisions of the Companies Act 2013 were filed after the statutory period along with the additional filing fees. The company will comply with the Companies Act 2013
As per Section 129 of the Companies Act 2013 read with rule 5 of the Companies (Accounts) Rules 2014 the company is required to provide the Consolidated Financial Statement of Associate Companies and the financial statement of a company's associates which shall be in "Form AOC-1 in the Format of "Part B Associates and Joint ventures but the same is not complied". The company will comply with the Companies Act 2013
The company has not publish the information required as per Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in one daily newspaper in the language of the region where the registered office of the Company is situated. The documents with respect to with respect to Dispatch of Annual report to Members Auditors and Directors of the Company submission of Annual report to stock exchange Giving public notice by way of an Advertisement regarding Annual general meeting Newspaper publication for Extract of unaudited financial results for the quarter ended as on 30th June 2020 Intimation of Closure of Register of members to stock exchange & submission of voting results of general meeting to stock exchange was not provided to us for verification. The company will comply with the Regulations. The company has complied with act and regulation.
There is lapse/delay in Compliance of Regulation 7(3) & Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The company will comply with the Regulations.

iv) COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are NotApplicable to the company.

LISTING:

The shares of the company are listed at BSE Limited. Listing fees of BSE Limited ispaid for the year 2021-22.

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 with 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 of the Company at the end of the financial year and ofthe profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and 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) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively. (f) The Directors have devised propersystems to ensure compliance with the provisions of applicable laws and such systems areadequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in the separatesection forming part of this 29th Annual Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.

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 corers and networth being less thanRs. 25 Crores the threshold limit as prescribed therein.

RELATED PARTY TRANSACTIONS:

During the year under review there were no transactions entered into with the relatedparty.

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 2021.

INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

1. Ambuja Synthetics Private Limited

2. V.R. Polyfab Private Limited

3. Global Aman Infratech Private Limited

4. Anunay Fab 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:

The Following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:(a) Mr. Sumant Laxminarayan Periwal (b) Mr. Anandkumar Agarwal The Company has receivedrequisite declarations/confirmations from all the above Directors confirming theirindependence. Your Board confirms that in their opinion the independent directors fulfillthe conditions of the independence as prescribed under the SEBI (LODR) 2015 and they areindependent of the management. Further in the opinion of the Board the independentdirectors possess requisite expertise experience and integrity. All the independentdirectors on the Board of the Company are registered with the Indian Institute ofCorporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013 and as applicable shall undergo online proficiencyself-assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013:

The Company has received the disclosure in Form DIR-8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the copy of the Annual Return of the Company for the Financial Year ended on 31March 2021 in Form MGT-7 is uploaded on website of the Company and can be accessed atwww.gujaratinvesta.com.

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 4 (Four) 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:

No. Date of Board Meeting Directors Present
1. 31.07.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
2. 29.08.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
3. 12.11.2020 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar
4. 12.02.2021 1. Mr. Purshottam Agarwal
2. Mrs. Pinky Agarwal
3. Mr. Anand Agarwal
4. Mr. Sumant Periwar

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

- The Authortised Share Capital of the Company as at 31st March 2021 stood atRs.100000000/- and - The Paid-up Equity Share Capital of the Company as at 31st March2021 stood at Rs.75099000/-. During the year under review the Company has not issuedany Share Capital.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reportedby any auditor to the audit committee or the board.

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 theAudit 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 Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters 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-independent directorswas evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent 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.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board.

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 there under. 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. The Directors regret the lossof life due to Covid-19 Pandemic and have immense respect for each and every person whorisked their life and safety to fight this pandemic.

For and on behalf of the Board
GUJARAT INVESTA LIMITED
Palce : Ahmedabad Purshottam R. Agarwal
Dated : 31st August 2021 Chairman
DIN: 00396869

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