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companylogoGujarat Intrux Ltd

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BSE Code : 517372 | NSE Symbol : | ISIN : INE877E01015 | Industry : Castings & Forgings |


Directors Reports

TO,

The Members of,

GUJARAT INTRUX LIMITED

Your Directors have pleasure in presenting 32nd Annual Report of the Company together with Audited Financial Accounts for the year ended on 31st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakhs)

Particulars

2023-24 2022-23

Net Income from Operation and Other Income

5866.58 5236.74

Profit/ (Loss) Before Interest, Depreciation Taxation

1161.01 924.22

Less: Interest and Financial expenses

3.54 5.94

Depreciation Amortization

141.79 153.64

Profit/(Loss) Before Taxation

1015.69 764.64

Less: Provision for Taxation

274.21 190.81

Add/Less: Prior Year Adjustment

0.00 0.00

Net Profit/(Loss) Available

741.48 573.83

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

In the Financial Year 2023-24, Your Company has experienced 12% upward in comparison to last year in income from operations and other income and the profitability of the Company increases approximate by 29.22% in comparison to last year. Overall percentage of profitability and revenue increased. Management of your company is experienced and capable enough to capture potential market. Our Marketing Team constantly making efforts for good and profitable items and expected to capture potential market in future.

STATE OF AFFAIRS:

We are committed to manufacture and supply Quality Steel and Alloy Steel Castings to meet customers need both for domestic and global market. We maintain our market position through continual improvement of Quality management system, process technology and commitment from dedicated trained employees and suppliers.

No material events such as merger, acquisition, expansion and diversification taken place during the Financial Year 2023-2024.

EQUITY INFUSION:

Your company has not issued any equity shares during the year under review.

TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review and accordingly no amount has been transferred to General Reserve for the Financial Year ended on March 31, 2024.

DIVIDEND:

During the year company has declared interim dividend and recommended final dividend. The Details of dividend are as under:

INTERIM DIVIDEND:

Board of Directors has considered and approved Interim Dividend @ 70% being amount equivalent to Rs. 7 per share on the equity share of the face value of Rs. 10/- each for the financial year 2023- 2024.

RECOMMENDATION OF FINAL DIVIDEND

The Board of Directors of your company is pleased to recommend a dividend of Rs. 10 per equity share of the face value of Rs. 10 each (@100%), payable to those Shareholders whose names appear in the Register of Members as on the Record Date i.e. 7th September, 2024.

INVESTOR EDUCATION AND PROTECTION FUND:

The Company had communicated to all the concerned shareholders individually whose shares were liable to be transferred to IEPF. The Company had also given newspaper advertisements/ will give advertisement before such transfer in favour of IEPF. The Company had also uploaded the details of such shareholders, their shares, amount of unpaid/unclaimed dividend transferred to IEPF on the website of the Company at https:// www.gujaratintrux.com.

Further, below are the details of transfer of dividend amounts to IEPF:

Dividend for the financial year ended

Date of Dividend Declaration Due Date for Transfer to IEPF

31.03.2018

18.09.2018 25.10.2025

31.03.2019

17.09.2019 24.10.2026

31.03.2020

21.09.2020 28.10.2027

31.03.2021

20.09.2021 27.10.2028

31.03.2022

24.09.2022 31.10.2029

31.03.2023

29.09.2023 05.11.2030

31.03.2024*

29.04.2024 05.06.2031

* Interim Dividend for the Financial Year 2023-24

Details of list of unclaimed/unpaid dividend amount is available on the website of the Company at www.gujaratintrux.com

DETAILS OF NODAL OFFICER:

The company has appointed Mr.Sagar Rajyaguru as Nodal officer of the company as per Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Mr. Sagar Rajyaguru is Company Secretary and Compliance Officer of the company and his contact details is as under:

NODAL OFFICER OF GUJARAT INTRUX LIMITED:

Mr. Sagar Rajyaguru - Company Secretary Compliance Officer

E-mail:cs@gujaratintrux.com

Tel No: +91-2827-252851

Mob.No: +91 9328987249

The above details are also available on the website of the company at www.gujaratintrux.com

CHANGE IN NATURE OF BUSINESS AND MAJOR EVENTS:

During the year there is no change in nature of the Business of the Company and no major events occurred.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There were no material changes and commitments, if any, affecting the Financial Position of the Company, having occurred since the end of the year and till the date of the Report.

CAPITAL STRUCTURE:

Your company has not issued any Equity Shares during the year under review and there is no change in the Capital Structure of the Company during the year 2023-24.

HOLDING/SUBSIDIARY/ASSOCIATE:

The Company has no Holding, Subsidiary and Associate Company.

OVERVIEW OF THE INDUSTRY, EXTERNAL ENVIRONMENT ECONOMIC OUTLOOK:

Steel is crucial to the development of any modern economy and is considered to be the backbone of human civilisation. The level of per capita consumption of steel is treated as one of the important indices of the level of socio-economic development and living standard of the people in any country. It is a product of a large and technologically complex industry having strong forward and backward linkages in terms of material flows and income generation. All major industrial economies are characterised by the existence of a strong steel industry and the growth of many of these economies has been largely shaped by the strength of their steel industries in their initial stages of development.

Steel is one of the most important, multifunctional and most adaptable materials which plays a key role in making lives convenient. Being the basic raw material for a host of manufacturing activities, steel forms the backbone for national economic development. The steel industry is often considered as an indicator of economic progress, because of the critical role played by it in infrastructural and overall industrial development of a country.

As per the Ministry of Steel, Government of India is implementing a Production-linked Incentive(PLI) Scheme for Specialty Steel. It is expected that the specialty steel production will reach 42 million tonnes *(MT) by the end of 2026-27.

In 2023, the world crude steel production reached1,892 million tonnes (MT) as per data released by World Steel Association. World Steel Association in its Short-Range Outlook, April 2024 forecasts that steel demand will grow by 1.7% in 2024 and reach 1,793.1 MT after contracting by 1.1% in 2023. In 2025, steel demand will see a further increase of 1.2% to 1,815.2 MT.(Source: Ministry of Steel) (MT stands for Million Ton) Your company manufactures Steel and Alloy steel Sand casting single piece weight from 20 Kgs. to 3300 kgs. As of now some variations were noted in the demand of the steel products but all the units of steel industry putting more efforts to maintain and create similar demand graph in future too. We aim to perform in export as we hope better demand because world is getting back on track and we always have emphasized on expansion of our horizon. Your Company is committed towards of all its customers and all other government and non-government in any situations and for that company is putting various efforts to maintain balanced situation with minimal disturbance.

DEPOSIT:

Company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS:

The Company has not given any loan, Guarantee and has not made any investments during the year under review. Your Company has not made any transactions falling under the ambit of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSCATIONS:

The Company has entered in to transactions with Related Parties in the ordinary courses of business at Arm's length basis. Particulars of contracts or arrangements with related parties referred into Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appeared as Annexure 02 to the Board's report.

Details of related parties transactions as per accounting standard are disclosed in note no 26 of financial statement which form part of this report.

Related party transaction policy is placed on the website of the company at http://www.gujaratintrux.com/Investors.php.

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Company's internal audit system has been continuously monitored and updated to ensure that assets are safe guarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditor on a routine basis. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31st March, 2024, the Internal Financial Controls were adequate and operating effectively.

Your Company has implemented Periodic Review Mechanism as part of Internal Financial Controls to review receivables, inventories, tangible and intangible assets, investments and other financial parameters for the financial year 2023-24.

INSURANCE:

The assets of the Company including buildings, plant timachinery, stocks, additionally public liability etc. Wherever necessary and to the extent required have been adequately insured against various risk. Moreover, Company is also securing personal health of its employees by taking various insurance like workman compensation, group personal accident and group mediclaim.

SEGMENT REPORTING:

The Company is engaged in the Casting business only and therefore there is only one reportable segment in accordance with the Accounting standards on segment reporting IND-AS108 (Operating Segment).

INDUSTRIAL AND HUMAN RESOURCES:

Human capital is crucial to company's growth, and the Company strives to attract, retain, and recognize the right talent throughout its operations. To nurture its human capital, the Company provides a safe, collaborative, fair, and healthy work environment. Gujarat Intrux believes in hiring the right talent, effectively managing workforces, and encouraging fresh ideas. This approach helps motivate its employees and foster a culture of innovation.

People remain the most valuable assets of your Company. The Company recognizes people as its best employees and the

Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

People are a key resource at Gujarat Intrux Limited and the Company strives to give them an enabling and fulfilling workplace. This is achieved through sustained actions around improving health and safety, driving diversity, equity inclusion, and facilitating them equal learning and development opportunities.

Company has framed requisite policies through which Healthy environment remains amongst the Employees and help us improve quality of life of our employees. Employees are given freedom to share their views to the Management.

We are committed to fair employment practices and freedom of expression, supported by a strong, Company wide value system.

During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

POLICY ON PRVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaint's Committee has also been set up to redress complaints regarding sexual harassment. During the year no complaints were received by the Company.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Gujarat Intrux Limited premises through various interventions and practice. The policy on prevention of sexual harassment is placed on the website of the company at http://www.gujaratintrux.com/investors.php It is here by stated that company has complied with provision relating to the constitution of Internal Complaints Committee under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION OF DIRECTORS', KEY MANAGERIAL PERSONNEL, EMPLOYEES AND GENERAL:

Disclosures pertaining to remuneration and other details required under Act read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provision of Section 197(12) of the Act read with Rules 5(1)(2)&(3) is attached with this report as Annexure 03.

Further, Mr. Dhiraj Dharamshibbhai Pambhar (DIN: 00187371) who was re-appointed as Managing Director for a period of 5(five) years w.e.f. 1st November, 2020 to 31st October, 2025 on the terms and conditions and at a remuneration of Rs. 6,75,000/- per month and other perquisites for the period of three years with effect from 1st November, 2020 as stated in the resolution of re-appointment passed by the Members of the Company at 28th Annual General Meeting held on 21st September, 2020. Accordingly, on completion of period of three years for terms of remuneration as stated above, Board on the recommendation of Nomination and Remuneration Committee has approved same terms of remuneration and perquisites for remaining tenure as Managing Director i.e. till 31st October, 2025 and board has recommended Special Resolution set out at Item No. 6 of the Notice convening ensuing 32nd Annual General Meeting for the approval of the Members of the Company pursuant to provision of section 196(4) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review, as stipulated under SEBI(LODR) Regulations, 2015 and amendments thereof is presented in separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,a separate section on corporate governance and a certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed here with Annexure 04. Corporate Governance Report forms part of Annual Report.

CEO CFO CERTIFICATION:

Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO tiCFO Certification for preparation of financial statements etc., is forming part of Corporate Governance report as annexed.

NUMBER OF MEETINGS OF THE BOARD:

The Board has met four (4) times during the year 2023-24, details of which are given in the report on Corporate Governance.

DIRECTORS AND KMP:

During the year, Pursuant to section 152 (6) of the Companies Act, 2013, at 31st Annual General Meeting held on 29th September, 2023, Mr. Amrutlal J. Kalaria (DIN: 00246831) and Mr. Bharatkumar M. Dhorda (DIN: 00385769), who were liable to retire by rotation and offered themselves for re-appointment and have been re-appointed.

During the year there were no changes in the Board of Directors of the Company except that Mr. Niteshkumar Punjabhai Patel (DIN: 08116404) was re-appointed as an Independent Director for a second term of five (5) years w.e.f 08th May, 2023 by way of passing of Special Resolution at an Extra-ordinary General Meeting held on 20th March, 2023. Further, Mr. Niteshkumar Punjabhai Patel (DIN: 08116404) shall attain the age of 75 years on September 01,2025 and accordingly Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, it is required to take approval of the Members of the Company by way of passing of Special resolution to continue the directorship of Mr. Niteshkumar Punjabhai Patel (DIN: 08116404) even after attaining age of 75 years and thereby Board has recommended the Special Resolution at Item No. 5 at upcoming 32nd Annual General Meeting for the approval of Members.

Further, Mr. Dilipbhai Muljibhai Dudhagara (DIN-00422189) and Mr. Madhubhai Sambhubhai Patoliya (DIN- 00187119) Directors of the Company retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer themselves for re- appointment. Brief profile of both the directors seeking reappointment and other terms of re-appointment is given in Annexure 01 of the Boards Report.

Second term of following independent directors will get completed as on September 16, 2024 and accordingly they will ceased as Director (an Independent Director) of the Company:

SR. NO. NAME

DIN

1 Mr. Gordhan K. Sorathiya

01656122

2 Mr. Gajanan R Kamat

02270125

3 Mr. Rameshbhai M. Bhimani

02721760

4 Mr. Narendrabhai C. Pithadia

02803431

5. Ms. Rina L. Adhiya

06957977

Therefore, Board of directors has in its meeting held on 29th July, 2024, recommended to appoint following new independent directors in ensuing 32nd Annual General Meeting of the Company w.e.f. 17th September, 2024

SR. NO. NAME

DIN

1. Mr. Bhupendra Shantilal Avalani

10720819

2. Mr. Dilip Fulabhai Patel

01062975

3. Ms. Rency Rajeshbhai Tanti

10720834

4. Mr. Mansukhlal Maganlal Bhuva

00492913

5. Mr. Hitendrasinh Sambusinh Jadeja

00183473

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Data bank and all our independent directors have complied with it.

Brief profile of all the aforesaid directors seeking appointment is given in Annexure 01 of the Boards Report.

CHANGE IN KMP:

During the year, there has been no change in Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

It is hereby stated that:

(a) That necessary declaration with respect to independence has been received from all the Independent Directors of the company under section 149(7) of the Companies Act, 2013 and as per Regulation 25(8) of the SEBI (LODR) Regulations,2015 that he/she meets with criteria laid down under section149 (6) of the Companies Act, 2013. (b) Independent directors have also given declaration that they were not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his/her duties with an objective independent judgement and without any external influence.

(c) That the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, and positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report which forms part of this Annual report and said policy is placed on the website of the Company at http://www.gujaratintrux.com/investors.php Further, information about Managing Director's remuneration and directors' sitting fees has also disclosed in the same report.

BOARD EVALUATION:

As per Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has made the annual evaluation of its own performance and also of its committees and individual Directors. The performance of the board evaluated by the Board after seeking inputs from all the directors and performance of the committees also evaluated by the board after seeking all inputs regarding committees and its members. In the separate meeting of independent Directors, the performance of non-independent directors, the board as whole including Chairman of the Company was evaluated. The Board and Nomination and Remuneration committee reviewed the performance of individual directors on the basis of different criteria. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

Evaluation parameters generally are knowledge and competency, duties and responsibilities under the Code of Conduct, integrity and participation at the Board Meeting etc.,

COMMITTEES OF THE BOARD:

At present the Company is having five (5) Committees as mentioned below:

1) AUDIT COMMITTEE:

The Company has an adequately qualified Audit Committee constituted in accordance with the provision of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI(LODR) Regulations, 2015. All the Recommendations of the Audit Committee were accepted by the Board.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Company has also constituted Nomination and Remuneration Committee Pursuant to section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

To consider and resolve the Grievances of stakeholders, the company has framed Stakeholders Relationship Committee in accordance with the provision of section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations,2015.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your Company has duly constituted CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013.During the year 2023-24, Company has spent CSR Expenditure on activities specified in Schedule-VI of the Companies Act, 2013 and details of the same is given separately in this Board's Report.

5) RISK MANAGEMENT COMMITTEE:

The Company has voluntarily framed Risk Management Committee which mainly aims at identification of Risk level at various stages of Business operations/activities and to manage the Risk and Evaluation.

The details of composition of committee, terms of reference and committee meeting date and other relevant details are given in the Report on Corporate Governance.

STATEMENT FOR COMPLIANCE OF APLLICABLE SECRETARIAL STANDARDS:

We, the Directors of the Company here by states that Company has complied with Secretarial Standards 1 and 2 related to Board and General Meetings to the extend its applicable.

DIRECTORS RESOPNSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors confirm to the best of their knowledge and belief;

a) That in the preparation of the annual accounts for the year 2023-24, the applicable accounting standards had been followed and there were no material departures in the preparation of the annual accounts;

b) That such accounting policies have been selected and applied 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 the financial year 2023-24 and the profit and loss of the company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other obligations;

d) That the directors had prepared the annual accounts for the year ended 31st March, 2024 on going concern basis;

e) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

f) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

AUDITORS AND AUDITOR'S REPORT: STATUTORY AUDITOR:

M/s Parin Patwari co. Firm registration number 154571W, Chartered Accountants, Ahmedabad were appointed as statutory auditor of the company, to hold office till conclusion of the Annual General Meeting for the financial year 2026-2027.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold as statutory auditor of the Company. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate by the Peer Review Board of the ICAI.

STATUTORY AUDITOR REPORTS AND NO FRAUD REPORTED:

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' report does not contain any qualification, reservation, adverse remark, or disclaimer. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

SECRETARIAL AUDITOR:

Pursuant to Provision of section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. K. P. Rachchh Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24.

SECRETARIAL AUDIT REPORT:

Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Secretarial Audit Report for the financial year ended on March 31st, 2024 in the prescribed format i.e. MR-3 attached in this report as Annexure 05. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT:

The Company is not required to conduct Cost Audit as required under section 148 of the Companies Act, 2013.However, Company is required to maintain Cost Record and has maintained the same.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual return as on March 31st, 2024 is available on the Company's website on http://www.gujaratintrux.com/investors.php financial and annual report section.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provision of section 135 of the Companies Act, 2013, your company has already constituted Corporate Social Responsibility (CSR) Committee to perform social duty and spread welfare towards the society at large.Mr. N.P. Patel is the Chairman of the Committee and Mr. N.C. Pithadia, Mr. D.D. Pambhar, Mr. D.M. Dudhagara are the members of the committee. During the year, CSR Committee has met one (1) time on 8th February, 2024.

Company has framed CSR Policy and the same is displayed on the Website of the Company at http://www.gujaratintrux.com/ investors. php In the year 2023-24, Company was required to Spent Rs. 11,69,355/- and has spent Rs. 11,70,000/- for promotion of healthcare and education sector. Details of the composition of Committee, Expense to be incurred, Expenses made is disclosed in Annual Report on CSR Activities, attached as Annexure 06 of the Boards Report.

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 THEROF:

During the year under consideration, there were no such kinds of instances by/with the company, so no details are required to be mentioned herewith.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company's operations in future.

CREDIT RATING:

Company have no debt instruments or any scheme or proposal involving mobilization of funds and Company is not required obtain any credit rating.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology, absorption, Foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in Annexure 07 attached to this report.

RISK MANAGEMENT:

The Company has voluntary framed Risk Management Committee who assesses and develops and identify the elements of risk and reports to the Board. In furtherance various Risk elements and management of Risk is disclosed in the Management Discussion and Analysis Report which is attached separately and forms part of Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Gujarat Intrux Limited has framed Whistle Blower policy (vigil mechanism) which provides a format mechanism for all stakeholders, employees and directors of the company to approach the Ethics Counsellors/Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy is an extension of existing Code of Conduct of the Company, which requires every employee, director, stakeholder to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. Under the Policy, each Stakeholders, Employees and Directors of the Company has an assured access to the Ethics Counselors/Chairman of the Audit Committee. Whistle Blower Policy is available at the web site of the Company http://www.gujaratintrux.com/investors.php.

DEMAT SUSPENSE ESCROW/ UNCLAIMED SUSPENSE ACCOUNT:

As per the SEBI circular, Your Company has opened demat suspense escrow account with Care growth Broking Private Limited and during the year2023-2024 Company does not have any securities in the demat suspense account/unclaimed suspense account.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

During the year there are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

ACKNOWLEDGMENT:

The Board of Directors sincerely convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during the year. Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of

Gujarat Intrux Limited

Ramankumar D. Sabhaya

Place : Shapar (Dist. Rajkot)

(Chairman)

Date : 29th July, 2024

DIN- 00569058

   

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