Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting the 26th Annual Report of the company together with the Audited Financial Accounts for the year ended 31st March, 2018.
FINANCIAL RESULT
(Rs. in Lakhs)
Particulars |
2017-2018 |
2016-2017* |
Income from Operation and Other income |
3622.15 |
2941.15 |
Profit/ (loss) Before Interest, Depreciation & taxation |
616.61 |
235.24 |
Less: Interest and financial expenses |
(26.34) |
(12.63) |
Depreciation & Amortisation |
(103.67) |
(98.42) |
Profit/(Loss) Before Taxation |
486.60 |
124.18 |
Less: Provision for Taxation |
(143.11) |
(49.86) |
Add/ Less: Prior Year Adjustment |
0.00 |
0.00 |
Net Profit/(Loss) Available |
343.49 |
74.33 |
*Figures for the year 2016-17 restated according to IND-AS, and reconciliation for such effects shown separately at Note 27 of the Auditorsâ Report.
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
In the Financial year 2017-18, despite challenging business environment of the Industry as whole, the Company has achieved growth momentum and attained a decent growth in revenue and profitability. The sales of the Company has grown up by 27.10% comparing to prior year, so as the profitability. The Company is aiming to maintain the profitability and give boost up to the export of the company.
EQUITY INFUSION
Your Company has not issued any equity shares during the year under review.
DIVIDEND
Keeping in mind Companyâs financial performance, Your Board of Directors has recommended the Final Dividend of Rs. 1.5 /- per equity share having face value of Rs. 10 /- each (i.e. 15% of face value) for the financial year ended March 31, 2018. This Final Dividend is subject to the approval of Members at the 26th Annual General Meeting.
TRANSFER TO RESERVE
No amount has been transferred to General Reserve for the financial year ended March 31, 2018.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND/AUTHORITY
The Company has transferred 69500 shares on which dividend remained unclaimed/unpaid for 7 year (year 2008-09), to IEPF Authority according to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 including amendments thereof. Shareholders are advised to go through the website of IEPF Authority for to claim/refund of such shares and dividends at www.iepf.gov.in.
HOLDING/SUBSIDIARY/ASSOCIATE
The Company has no Holding, Subsidiary and Associate Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no Material Changes and Commitments affecting the Financial Position of the Company which have occurred during the Financial year 2017-18 to which the Financial statements relate and the date of the Report.
DEPOSITS
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, GUARANTEES OR INVESTMENTS
During the year, Company has not given Loans, Guarantees and has not made any Investments covered under section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Company has entered into transaction with Related Parties at Armâs Length Basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 02 to the Boardâs report.
INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Board has an overall command and liability for ensuring that Company has well organized system of Internal Financial Controls. They also ensure that its Internal Financial Control has operative effectiveness and it marks its adequacy at workplace. The Company has proper system and framework to implement effective Internal Financial Control. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has in place adequate internal financial controls, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization.
Internal audit of the Company is also undertaken by an efficient and experience person. Internal audit is conducted to review the functions and activities of the Company and Internal audit report is submitted to the Board.
INSURANCE
The assets of the company including buildings, plant & machinery, stocks, etc. Wherever necessary and to the extent required have been adequately insured against various risk.
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 as per IND-AS 108 (Operating Segment).
INDUSTRIAL RELATIONS & HUMAN RESOURCES
The Companyâs strength lies in its human resources; Gujarat Intrux treats its all manpower as valuable assets and believes that growth of the company is possible through entire workforce working in the company. The Companyâs relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN 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 thereunder and Internal Complaintâs 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 Intruxâs premises through various interventions and practices. The policy on prevention of sexual harassment is placed on the website of the company at http://www.gujaratintrux.com/investors.php.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Act read with Rule 5 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 provisions of Section 197(12) of the Act read with Rules 5(1) (2) & (3) is attached with this report as Annexure 03.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is presented in separate section and forms part of the Annual Report.
CORPORATE GOVERNANCE
Gujarat Intrux complies with the laws by understanding the spirit of the laws, governing a Corporate in smooth manner there is need of proper direction. Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. Your Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirement set out by Companies Act, 2013 and SEBI. A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed herewith Annexure 04.
CEO & CFO CERTIFICATION
Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO & CFO Certification for preparation of financial statements etc., is forming part of Corporate Governance report annexed to this report.
TRANSITION TO IND - AS
For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (âPrevious GAAPâ). These financial statements are the separate financial statements of the Company (also called standalone financial statements) prepared in accordance with Indian Accounting Standards (âInd ASâ) notified under Section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015. Detailed explanation on how the transition from previous GAAP to Ind AS has affected the Companyâs Balance Sheet, financial performance and cash flows is given under Note - 27(12) of Financial Statement.
NUMBER OF MEETINGS OF THE BOARD
The Board has met Five (5) times during the financial year, details of which are given in the Report on Corporate Governance.
DIRECTORS
Mr. Niteshkumar P. Patel (DIN-08116404) is appointed on the Board of the Company as Additional Independent Director w.e.f. 8th May, 2018, and his appointment as a director of the Company is to made in ensuing Annual General Meeting and Mr. M. K. Sheth Independent Director of the Company has given his resignation w.e.f. 8th May, 2018 and the Board has noted the same. Mr. D. M. Dudhagara and Mr. M. S. Patoliya, 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under section149(7) of the Companies Act, 2013 that he/she meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, 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 report and said policy is placed on the website of the Company. Further, detals of Sitting fees are also givan in Corporate Governance Report.
BOARD EVALUATION
As per Companies Act, 2013 Board has made annual evaluation of its own performance and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
COMMITTEES OF THE BOARD
At present the Company is having 5(Five) Committees as mentioned below:
(1) AUDIT COMMITTEE: The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.
(2) NOMINATION AND REMUNERATION COMMITTEE:
The Company has also constituted Nomination and Remuneration Committee Pursuant to provision of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.
(3) STAKEHOLDERS RELATONSHIP 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 RESOPONSIBILIY COMMITTEE:
Your Company has duly constituted CSR Committee. However, pursuant to section 135(1) of the Companies Act, 2013, your Company is not required to constitute CSR Committee during the year 2017-18. But in a general parlance and considering future aspects, Company has continued CSR Committee and arranges meetings of CSR Committee as and when required.
(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 operation/activities and to manage the Risk and evaluation.
The details of composition of all above Committees and other relevant details are given in the Report on Corporate Governance.
STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
We the Directors of the Company hereby states the Company has complied all applicable Secretarial Standards to the extend its applicable.
DIRECTORS RESPONSIBILITY 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 2017-18, the applicable accounting standards had been followed and there were no material departures In the preparation of the annual accounts;
(b) that your company has adopted IND-AS w.e.f. 1st April, 2017, and selected such accounting policies and applied them 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 2017-18 and of 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors had prepared the annual accounts for the year ended 31st March, 2018 on a going concern basis;
(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS
Pursuant to provision of section 139 of the Companies Act, 2013, M/s. Chandabhoy & Jassoobhoy & Co., having Firm Registration No. 101648W, Chartered Accountants, were appointed as Statutory auditors of the Company to hold office from Annual General Meeting concerning of the financial year 2016-17 till the conclusion of the Annual General Meeting concerning of the financial year 2021-22 i.e. for the financial year 2017-18 till the conclusion of Annual General Meeting of the financial year 2021-22, subject to ratification by shareholders at every Annual General Meeting. However, as per Companies Amendment Act, 2017 now appointment of Statutory Auditor is not required to be ratified by the Shareholders at every Annual General Meeting and as such Board recommeds to appoint M/s. Chandabhoy & Jassoobhoy & Co. as Statutory Auditors of the Company to carry out statutory audit for a consecutive period of Four years i.e. for the year 2018-19 till the conclusion of the Annual General Meeting concerning of the financial year 2021-22.
STATUTORY AUDITORSâ REPORT
The observations of Auditors in their report read with the relevant notes to accounts in schedule are self-explanatory and do not require further explanation. There are no qualifications, reservations or adverse remarks made by M/s Chandabhoy & Jassoobhoy, Chartered Accountants in their Audit 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 2017-18.
SECRETARIAL AUDITORSâ REPORT
The Secretarial Audit Report for the financial year ended March 31, 2018 in prescribed format i.e. Form MR-3 attached as Annexure 05. The observations of Secretarial Auditor in their report are self-explanatory and do not require further explanation.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format i.e. MGT-9 is appended as Annexure 06 to the Boardâs report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions 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 of the society at large.However, your Company has not earned Net Profit of Rs. 5.00 Crores or more for Last three(3) Consecutive Financial year and hence our Company ceased to be a Company covered under Sub-Section (1) of Section 135 of the Act and Company is not required to spend any amount for Corporate Social Responsibility as per Companies (Corporate Social Responsibility Policy) Rules, 2014, Notified on 27th Feburary,2014. But Company has continued the Corporate Social Responsibility Committee and will look forward to carry out CSR activities voluntary as and when such avenue will arise. Your Company will be keen to adhere with responsibility of Society and will aim to work on theme which the Company have i.e. of âEmpowering Kindnessâ.
Annual Report on CSR Activities is annexed to the Boardâs Report as Annexure 08.
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.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has in place a whistleblower policy (vigil mechanism) to support the Code of Business Ethics. Through this Policy company commits to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companyâs Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation. The said policy is placed on the website of the company at http://www.gujaratintrux.com/investors.php
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the continued co-operation and devoted services rendered by their esteemed customers and suppliers. The Directors takes this opportunity to express their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers of the Company including Government and Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report. Stakeholders support is also acknowledged by the Management of the Company.
for and on behalf of the Board of
Gujarat Intrux Limited
Ramankumar D. Sabhaya
Place : Shapar (Dist.: Rajkot) (Chairman)
Date : 30th July, 2018 DIN: 00569058
Mar 31, 2015
The Directors have pleasure in presenting the 23rd Annual Report of
the company together with the Audited Financial Accounts for the year
ended 31st March, 2015.
FINANCIAL RESULT OF OPERATION : (Rs. in Lacs.)
Particulars 2014-2015 2013-2014
Income from Operation and Other income 6005.45 3901.52
Profit/ (loss) Before Interest, Depreciation
& taxation 723.34 774.04
Less: Interest and financial expenses (99.66) (24.96)
Less : Depreciation & Write-off (125.47) (58.13)
Profit / (Loss) Before Taxation 498.21 690.95
Less: Provision for Taxation (174.68) (213.65)
Add / Less: Prior Year Adjustment 0 0
Net Profit / (Loss) Available 323.53 477.30
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
The performance of the Company during the year under review remains
satisfactory looking to the economic situation as a whole. The sales of
the Company have increased both in domestic and export segment. The
Company is aiming to maintain the profitability and give boost up to
the export of the company.
EQUITY INFUSION
Your company has not issued any equity shares during the year under
review.
DIVIDEND
Your Board of Directors has recommended the final dividend at the rate
of 10% to the equity shareholders i.e. Rs. 1/- per equity shares
ofRs.10/-.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not made transaction forming part of section 186 of
the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2 is appended as Annexure 02 to the Board's report.
MATERIALCHANGES AND COMMITMENT
No material changes and commitment affecting the financial position of
the Company occurred between the end of financial year to which
this financial statement relate and the date of this report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the operation was
observed.
INSURANCE
The assets of the company including buildings, plant & machinery,
stocks, etc. Wherever necessary and to the extent required have been
adequately insured against various risk.
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 reportingAS-17.
INDUSTRIAL RELATIONS & HUMAN RESOURCES
The company treats its all manpower as a valuable assets and growth of
the company is possible through entire workforce working in the
company. The industrial relation with workmen and staff continued to be
extremely cordial during the year under review. The Board wishes to
take place on record its appreciation for the valuable services
rendered by its entire workforce.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free
workplace for every individual working in Gujarat In trux's premises
through various interventions and practices. The company has formed an
Internal Complaints Committee (ICC) and during the year Internal
Complaints Committee (ICC) has not received any complaints. The policy
on prevention of sexual harassment is placed on the website of the
company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the
Annual Report. In terms of the provisions of Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules is not applicable to
the Company as the Company have no such Employees who were drawing
remuneration in excess of the limits prescribed. Particulars of
Employees are attached with this report as Annexure 03.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of the Listing Agreement is presented in
separate section and forms part of the Annual Report.
CORPORATE GOVERNANCE
Corporate Governance is a system of rules, practices and processes by
which a company is directed and controlled. Corporate governance
essentially involves balancing the interests of the many stakeholders
in a company, these include its shareholders, management, customers,
suppliers, financiers, government and the community and considering the
importance of Corporate Governance, your Company is committed to
maintaining the highest standards of corporate governance and adheres
to the corporate governance requirement set out by SEBI. All conditions
of corporate governance as required under clause 49 of the listing
agreements with stock exchanges have been complies with and duly
audited. A certificate from the statutory auditors of the company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed to the report of corporate governance.
CEO CERTIFICATION
Pursuant to the provisions of clause 49 of the Listing Agreement, the
CEO Certification for preparation of financial statements etc, is
forming part to this report.
NUMBEROFMEETINGSOF THE BOARD
The Board has met Eight times during the financial year, the details of
which are given in the Corporate Governance Report and forms part of
Annual Report. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.
DIRECTORS
Shri Madhubhai S. Patolia and Shri Dilipbhai M. Dudhagara 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.
A Notice in Writing proposing Shri Mahendra K. Sheth and Ms. Rina L
Adhiya as a candidature to hold office of Director who were appointed
as Additional Director of the Company w.e.f 27th September, 2014 and
who is liable to hold office up to date of the ensuing annual general
meeting and Board proposed to appoint the as Independent Director of the
Company.
Mr. Y. C. Anarkat and Mr. B. O. Jadav resigned as Directors of the Company
w.e.f 19th September, 2014.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary Declaration from each Independent
Director under section 149(7) of the Companies Act, 2013 that he/she
meets with the criteria of Independence laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, 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 report and said
policy is placed on the website of the company. Further, information
about directors' sitting fees has also explained in the same report.
BOARD EVALUATION
As per Companies Act, 2013 Board has made annual evaluation of its own
performance and also of its committees and Individual Directors. The
evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board.
COMMITTEES OF THE BOARD
At present the Company is having 5(Five Committees) as mentioned below:
AUDIT COMMITTEE:
The Company has an adequately qualified Audit Committee constituted in
accordance with the provisions of Section 177 of the Companies Act,
2013 and clause 49 of the listing agreement. The details of composition
of Committee and other relevant details is given in the Corporate
Governance Report which forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has also constituted Nomination and Remuneration Committee
Pursuant to provision of section 178 of the Companies Act, 2013 and the
details of composition of Committee and other relevant details is given
in the Corporate Governance Report which forms part of this Annual
Report.
STAKEHOLDERS 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 the details of
composition of Committee and other relevant details is given in the
Corporate Governance Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company is committed to conduct its business in a socially
responsible, ethical and environmental friendly manner and to
continuously work towards improving quality of life of the communities.
The Company has a duly constituted CSR Committee, which is responsible
for fulfilling the CSR objectives of the Company and the details of
composition of Committee and other relevant details is given in the
Corporate Governance Report which forms part of this Annual Report.
RISK MANAGEMENT COMMITTEE
The Company has framed Risk Management Committee which mainly aims at
identification of Risk level at various stages of Business operation/
activities and to manage the Risk and evaluation of RMS i.e Risk
Management System. The details of composition of Committee and other
relevant details is given in the Corporate Governance Report which
forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement
As enumerated under:-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed.
(b) The directors had selected such accounting policies and applied
them 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 and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis;
(e) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such
systems were adequate and operating effectively.
AUDITORS AND AUDITORS'REPORT
STATUTORY AUDITORS
Pursuant to provision of section 139 of the Companies Act, 2013 M/s
Chandabhoy & Jassoobhoy, Chartered Accountants, Statutory Auditors of
the Company have been appointed to hold office till the conclusion of
Annual General Meeting of the Financial year 2016-17, subject to
ratification by the Members at the ensuing Annual General Meeting and
M/s. Chandabhoy & Jassoobhoy, being eligible offers their services to
continue to act as a Auditors of the Company.
STATUTORY AUDITORS' REPORT
The observations of Auditors in their report read with the relevant
note to accounts in schedule are self-explanatory and do not require
further explanation.
SECRETARIAL AUDITOR
Pursuant to Provision of section 204(1) of the Companies Act, 2013,the
Board has appointed M/s. K. P. Rachchh & Co., Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith to this Report. Secretarial Auditors' Report
in the prescribed format i.e. MR-3 in attached in this report as
Annexure 04.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as
Annexure 05 to the Board's report.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the Board of Directors on recommendation
of the CSR Committee has formulated the CSR policy of the Company. The
CSR activities of the Company are implemented in accordance with the
core values viz. protecting stakeholder interests, proactive engagement
with the local communities and striving towards inclusive development.
With the recommendation of the committee, provision for CSR expense of
Rs.14.31 Lacs is made in the financial year 2014-15 which is yet to be
spent due to proper identification of proper area where it is to be
spend so that its actual benefit goes to the society and our motive
i.e. "empowering kindness" be full filled. The CSR Policy is placed on
website of the company.
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, 2014 is furnished in Annexure 06
attached to this report.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a whistle blower policy, to support the Code
of Business Ethics. This policy documents the Company's commitment to
maintain an open work environment in which employees, consultants and
contractors are able to report instances of unethical or undesirable
conduct, actual or suspected fraud or any violation of Company's Code
of Business Ethics at a significantly senior level without fear of
intimidation or retaliation. The said policy is placed on the website of
the company.
ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude for the
continued co-operation and patronage extended by their esteemed
customers. The Board of Directors would also like to express their
sincere appreciation for the continued co-operation, guidance, support
and assistance during the year given by our Bankers, all the customers,
suppliers of the Company including Government agencies. The Board of
Directors also wishes to express its appreciation for the efforts and
contribution made by the employees at all
levels during the year underreport
Place: Shapar (Dist.:Rajkot)
Date: 30th July, 2015 for and on behalf the Board of
Gujarat Intrux Limited
Raman D. Sabhaya
(Chairman)
DIN: 00569058
Mar 31, 2014
Dear Members,
The Directors of your company are pleased to present 22 nd Annual
Report of the Company together with the Audited accounts for the year
ended 31st March, 2014.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Particulars 2013-2014 2012-2013
Income from Operation and Other income 3901.52 5425.14
Profit / (loss) Before Interest, Depreciation
& taxation 774.04 954.73
Less: Interest and financial expenses 24.96 76.57
Depreciation & Write-off 58.13 52.51
Profit / (Loss) Before Taxation 690.95 825.65
Less: Provision for Taxation 213.65 260.34
Add / Less: Prior Year Adjustment 0.00 0.00
Net Profit / (Loss) Available 477.30 565.31
DIVIDEND
Your Board of Directors has recommended the final dividend at the rate
of 10% to the equity shareholders i. e. Rs.l/- per equity shares of Rs.
10/- each.
INSURANCE
The assets of the company including buildings, plant & machinery,
stocks, etc. wherever necessary and to the extent required have been
adequately insured against various risk.
OPERATIONS
During the financial year 2013-14, the sales have reduce as compared to
previous financial year due to the market situation. In present
situation, your company concentrating on such products which gives more
profitability.
CAPITAL STRUCTURE
During the year the Company has forfeited 35,100 Equity Shares in
compliance with the respective provisions of the Companies Act, 1956
and listing aggrement and the same has been reflected in the Balance
Sheet and not reissued till date.
COST AUDITORS
M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad have been
re-appointed as Cost Auditors to conduct the audit of cost accounts
maintained by the Company for the financial year 2013-14.
DIRECTORS
Shri Amrutlal J Kalaia, and Shri Bharat M. Choksi, directors of the
company retire by rotation, and being eligible, offer themselves for
re-appointment.
Shri Gajanan R. Kamat, Shri Narendra C. Pithadia, Shri Ramesh M.
Bhimani and Shri Gordhan K. Sorthia directors of the Company are being
appointed as Independent Directors for a continuous period of 5 years
as per provision of Section 149 and other applicable provisions of
Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
As per the requirement of section 217 (2AA) of The Companies Act, 1956,
your directors undertakes that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper expla- nation
relating to materials departures.
(b) The directors have selected such accounting policies and applied
them 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 and of the profit or
loss of the company for that period.
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(d) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of
corporate governance and adheres to the corporate gover- nance
requirement set out by SEBI. All conditions of corporate governance as
required under clause 49 of the listing agreements with stock exchanges
have been complied with and duly audited. A certificate from the
statutory auditors of the company regard- ing compliance of conditions
of corporate governance has been obtained and is enclosed to the report
of corporate governance.
CORPORATE SOCIAL RESPONSIBILITY
Your Company understand the value of CSR i.e. Corporate Social
Responsibility and considering the importance of CSR, company has also
framed corporate social responsibility committee pursuant to provision
of Companies Act, 2013 to undertake and moni- tor the CSR activities.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the BSE
Limited, is presented in separate section and forms part of the Annual
Report.
COMPLIANCE CERTIFICATE
Pursuant to the provisions of section 383A of the Companies Act, 1956 a
certificate of compliance by a Practising company secretary is annexed
hereto and forms part of this report.
CEO CERTIFICATION
Pursuant to the provisions of clause 49 of the Listing Agreement, the
CEO Certification for preparation of financial statements etc, is
available elsewhere in this report.
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 AS-17.
AUDITORS'' REPORT
The observations of Auditors in their report read with the relevent
note to accounts in schedule are self-explanatory and do not require
further explanation.
AUDITORS
M/s. Chandabhoy & Jassoobhoy (FRN NO. 101648W), Chartered Accountant,
Ahmedabad, Statutory Auditors of the Company retire at the conclusion
of the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. They have furnished a certificate to
the effect that their re-appointment if made will be in accordance with
section 224(1B) of the Companies Act, 1956.
HUMAN RESOURCES
The company treat it''s all manpower as a valuable assets and growth of
the company is possible through entire workforce work- ing in the
company. Industrial Relation continue to be cordial. The Board wishes
to take place on record its appreciation for the valuable services
rendered by its entire workforce.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
A. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EARNING AND OUTGO :
The information relating to the conservation of energy, technology
absorption and foreign exchange earning and outgo as re- quired under
section 217(l)(e) of the Companies Act, 1956, is set out in a separate
statement annexed to this Report as an Annexure - A and forming part of
this report.
B. PARTICULARS OF EMPLOYEES
The Company has no such employee on its payroll covered under section
217(2-A) and therefore Section 217(2-A) of the Compa- nies Act, 1956 is
not attracted.
ACKNOWLEDGMENTS
Your Directors would like to express their grateful appreciation for
the assistance and co-operation extended by the sharehold- ers,
customers, contractors, vendors, bankers, financial institutions,
government authorities. The directors also wish to take place on record
their deep sense of appreciation to all employees for the dedicated
services rendered at various levels, without whose contribution your
company could not have achieved the year''s performance and work look
forward to their continued support in the future as well.
Place : Shapar (Dist. : Rajkot) For and on behalf of the Board of
Directors
Date - 31st JuIy 2014 Gujarat Intrux Limited
Raman D. Sabhaya
(Chairman)
DIN : 00569058
Mar 31, 2013
The Directors of your company are pleased to present 21st Annual Report
of the Company together with the Audited accounts for the year ended
31st March, 2013.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Particulars 2012-2013 2011-2012
Income from Operation and Other income 5425.14 3782.36
Profit / (loss) Before Interest,
Depreciation & taxation 954.73 737.49
Less: Interest and financial expenses 76.57 56.15
Depreciation & Write-off 52.51 48.68
Profit / (Loss) Before Taxation 825.65 632.66
Less: Provision for Taxation 260.34 207.35
Add / Less: Prior Year Adjustment 0.00 0.00
Net Profit / (Loss) Available 565.31 425.31
DIVIDEND
With a view to conserve the resources, Board of Directors has not
recomended dividend for the year 2012-13.
INSURANCE
The assets of the company including buildings, plant & machinery,
stocks, etc. wherever necessary and to the extent required have been
adequately insured against various risk.
OPERATIONS
During the financial year 2012-13, the sales have gone up as compared
to previous financial year.
In present situation, your company is concentrating on such products
which gives more profitability. As capacity is increased, if market
position remain favorable your company can maintain growth in terms of
turnover and profit also.
COST AUDITORS
M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad have been
reappointed as Cost Auditors to conduct the audit of cost accounts
maintained by the Comapny for the financial year 2012-13.
DIRECTORS
Shri Dhiraj D. Pambhar, Shri Raman D. Sabhaya and Shri Bhupat O. Jadav
, directors of the company retire by rotation, and being eligible,
offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As per the requirement of section 217 (2AA) of The Companies Act, 1956,
your directors undertakes that :
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explaination
relating to materials departures.
(b) The directors have selected such accounting policies and applied
them 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 and of the profit or
loss of the company for that period.
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(d) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standerds of
corporate governance and adheres to the corporate governance
requirement set out by SEBI. All conditions of corporate governance as
required under clause 49 of the listing agreements with stock exchanges
have been complies with and duly audited. A certificate from the
statutory auditors of the company regarding compliance of conditions of
corporate governance has been obtained and is enclosed to the report of
corporate governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the BSE
Limited, is presented in separate section and forms part of the Annual
Report.
COMPLIANCE CERTIFICATE
Pursuant to the provisions of section 383A of the Companies Act, 1956 a
certificate of compliance by a Practising company secretary is annexed
hereto and forms part of this report.
CEO CERTIFICATION
Pursuant to the provisions of clause 49 of the LIsting Agreement, the
CEO Certification for preparation of financial statements etc, is
available elsewhere in this report.
SEGMENT REPORTING
The Company is engaged in the Casting business only and therefore there
is only one reportable segment in accordance with the Accounting
standerds on segment reporting AS-17.
AUDITORS'' REPORT
The observations of Auditors in their report read with the relevent
note to accounts in schedule are self-explanatory and do not require
further explanation.
AUDITORS
M/s. Chandabhoy & Jassobhoy, Chartered Accountant, Ahmedabad, Statutory
Auditors of the Company retire at the conclusion of the forthcomIng
Annual General Meeting and being eligible, offer themselves for
re-appointment. They have furnished a certificate to the effect that
their re-appointment if made will be in accordance with section 224(1B)
of the Companies Act, 1956.
HUMAN RESOURCES
The company treat it''s all manpower as a valuable assets and growth of
the company is possible through entire workforce working in the
company. Industrial Relation continue to be cordial. The Board wishes
to take place on record its appreciation for the valuable services
rendered by its entire workforce.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
A. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EARNING AND OUTGO :
The information relating to the conservation of energy, technology
absorption and foreign exchange eaarning and outgo as required under
section 217(1)(e) of the Companies Act, 1956, is set out in a separate
statement annexed to this Report as an Annexure - A and forming part of
this report.
B. PARTICULARS OF EMPLOYEES
The Company had no such employee on its payroll covered under section
217(2-A) and therefore Section 217(2-A) of the Companies Act, 1956 is
not attracted.
ACKNOWLEDGMENTS
Your Directors would like to express their greatful appreciation for
the assistance and co-opration extended by the shareholders, customers,
vendors, bankers, financial institutions, government authorities. The
directors also wish to take place on record their deep sense of
appreciation to all employees for the dedicated services rendered at
various lavels, without whose contribution your company could not have
achieved the year''s performance and work look forward to their
continued support in the future as well.
Place : Shapar (Dist. : Rajkot)
For and on behalf of the Board of Directors
Date : 25 July, 2013 The Gujarat Intrux Limited
Raman D. Sabhaya
(Chairman)
Mar 31, 2012
The Directors have pleasure in presenting you the TWENTIETH ANNUAL
REPORT of the Company together with the Audited accounts for the year
ended 31st March, 2012.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Particulars 2011-2012 2010-2011
Income from Operation and Other income 3780.86 2845.52
Profit / (loss) Before Interest, Depreciation
& taxation 735.99 401.42
Less: Interest and financial expenses 56.15 49.76
Depreciation & Write-off 48.67 44.25
Profit / (Loss) Before Taxation 631.17 307.41
Less: Provision for Taxation 205.85 110.52
Add / Less: Prior Year Adjustment 0.00 0.00
Net Profit / (Loss) Available 425.32 196.89
DIVIDEND
Your Board of Directors has recomended the Final Dividend at the rate
of 10% to the Equity Shareholder i.e. Rs. 1/- per Equity share of
Rs.10/- each.
INSURANCE
Properties of the Company viz. Buildings, Plant & Machinery, Stocks,
etc. have adequately insured against various risk.
FUTURE OUTLOOK
During the financial year 2011-12, the company has scaled new heights
in terms of Sales and Profits. Your company has completed basic
infrastructure of expansion of plant but due to adverse market position
presently capacity remain un utilized but we are constantly making
efforts to capture market. In present situation your company is
concentrating on such products which gives us more profitability. As
capacity is increased, if market position remain favorable your company
can maintain growth in terms of turnover and profit also.
COST AUDITORS
As directed by the Central Government and pursuant to section 233B of
the Companies Act, 1956, the company has appointed, subject to the
approval of Central Government, Kiran J. Mehta & Co., Cost Accountants,
as Cost Auditors to carry out cost audit of the comapny for the
financial year 2011-12.
DIRECTORS
In accordance with the provisions of Companies Act,1956 and Article of
Association of Company Shri Dilip M. Dudhagara, Shri Rameshbhai M.
Bhimani and Shri Narendrabhai C. Pithadia, Directors, retire by
rotation, and being eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As per the requirement of U/S 217 (2AA) of The Companies Act, 1956,
your directors undertakes that :
(a) In the preparation of the annual accounts, the applicable
accounting standard have been followed along with proper explaination
relating to materials departures.
(b) The directors have selected such accounting policies and applied
them 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 and of the profit or
loss of the company for that period.
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(d) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Policies of the Board of Directors of your Company and steps taken by
it for good governance of the Company confirm to the procedural
formalities of corporate governance prescribed by the Securities and
Exchange Board of India. All Conditions of corporate governance as
required under clause 49 of the listing agreements with stock exchanges
have been complied with and duly audited. A certificate from the
statutory auditors of the company regarding compliance of conditions of
corporate governance has been obtained and is enclosed to the Report of
Corporate Governance.
AUDITORS REPORT
The observations of Auditors in their report read with the relevant
notes to accounts in Schedule are self-explanatory and do not require
further explanation.
AUDITORS
M/s. H.B. Kalaria & Associates, Chartered Accountant ,Rajkot, auditors
of the Company retire at the Conclusion of the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment. They have furnished a certificate to the effect that
their re-appointment, if made, will be in accordance with Section 224
(1B) of the Companies Act,1956.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 read with
Companies (Compliance Certificate) Rules, 2001, the Company has
obtainded a certificate from M/s. K. P. Rachchh & Co. Practicing
Company Secretaries and a copy of same is enclosed here with.
PERSONNEL
Industrial Relation continue to be cordial. The Board wishes to take
place on record its appreciation for the valuable services rendered by
its entire workforce.
PARTICULARS OF EMPLOYEES
The Company had no such employee on its payroll covered under section
217 (2-A) and therefore Section 217(2-A) of the Companies Act, 1956 is
not attracted.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT
Details of Energy Conservation & technology Absorption and Research and
Development [Required as per the companys (Disclosure of particulars
in the report of the board of Directors) Rules,1988] are given in
Form-A and Form-B.
FOREIGN EXCHANGE EARNINGS AND OUT GO
Earnings Rs. 1665.57 Lacs
Out go Rs. 20.72 Lacs
ACKNOWLEDGMENTS
Your Directors would like to express their greatful appreciation for
the assistance and co-opration received from the Bankers, Financial
Institutions, Government Authorities, Customers, Vendors. The directors
also wish to express their gratitude to the Shareholders for their
continued faith in the Company. The Directors also wish to take place
on record their deep sense of appreciation for committed services of
Executives, Staff and workers of the Company.
Place : Shapar
(Dist. : Rajkot) For and on behalf of the Board of Director
Date : 28th July, 2012 Gujarat Intmx Limited
Raman D. Sabhaya
(Chairman)
Mar 31, 2010
The directors have pleasure in presenting you the EIGHTEENTH ANNUAL
REPORT of the Company together with the Audited accounts for the year
ended 31st March, 2010.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Particulars 2009-2010 2008-2009
Income from Operation and Other income 1927.94 2265.42
Profit/(loss)Before Interest, Depreciation
&Taxataion 194.18 414.37
Less: Interest and financial expenses 29.52 24.39
Depreciations Write-off 39.50 24.93
Prof it/(Loss) Before Taxation 125.16 365.05
Less: Provision for Taxation 54.36 119.92
Add/Less: Prior Period Adjustment 1.83 -0.31
Net Profit/(Loss) Available 72.63 244.82
DIVIDEND
Seeing the current position of the industry and the company, your Board
of Directors do not recommend the dividend for the year 2009-10.
INSURANCE
Properties of the Company viz. Buildings, Plant & Machinery, Stocks,
etc. have adequately been insured against various risks.
FUTURE OUT LOOK
Your company has completed basic infrastructure of expansion of plant
and now we can produce 300 MT castings per month, still sand plant,
knockout machine and spectrometer are yet to purchase and required
investment of another 2 Crore. Now we can produce castings up to 2 MT
Single piece. Due to adverse market position presently capacity remain
un utilized but we are constantly making efforts to capture market .In
present situation your company is more concentrating on such products
which give us more profitability. As capacity is increased ,now if
market position remains favorable your company can maintain growth in
terms of turnover and profit also.
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and Article of
Association of Company Shri Amrutlal J.Kalaria, Shri Yogendra
C.Anarakat and Shri Gordhan K.Sorathia, Directors, retire by rotation,
and being eligible, offer themselves for re-appointment.
Shri Amrutlal J. Kalaria and Shri Dilip M. Dudhagara have tendered
their Resignation w.e.f. 30.07.2010 for the post of whole time director
of the company, however they continues as the director of the company.
DIRECTORS RESPONSIBILITY STATEMENT
As per the requirement of U/S 217 (2AA) of The Companies Act, 1956.Your
directors undertakes that :
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to materials departures.
(b) The directors have selected such accounting policies and applied
them 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 and of the profit or
loss of the company for that period.
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting cecords in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(d) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Policies of the Board of Directors of your Company and steps taken by
it for good governance of the Company confirm to the procedural
formalities of corporate governance prescribed by the Securities and
Exchange Board of India. All Conditions of corporate governance as
required under clause 49 of the listing agreements with stock exchanges
have been complied with and djly audited. A certificate from the
statutory auditors of the company regarding compliance of conditions of
corporate governance has been obtained and is enclosed to the Report of
Corporate Governance.
AUDITORS REPORT
The observations of Auditors in their report read with the relevant
notes to accounts in Schedule are self-explanatory and do not require
further explanation.
AUDITORS
M/s. H.B. Kalaria & Associates.Chartered Accountant, Rajkot, auditors
of the Company retire at the conclusion of the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment. They have furnished a certificate to the effect that
their re-appointment, if made, will be in accordance with Section 224
(1B) of the Companies Act,1956.
PERSONNEL
Industrial Relation continue to be cordial. The Board wishes to take
place on record its appreciation for the valuable services rendered by
its entire workforce.
PARTICULARS OF EMPLOYEES
The Company had no such employee on its payroll covered under section
217 (2-A) and therefore Section 217(2-A) of the Companies Act, 1956 is
not attracted.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT
Details of Energy Conservation & technology Absorption and Research and
Development [Required as per the Companys (Disclosure of particulars
in the report of the Board of Directors) Rules,1988] are given in
Form-A and Form-B.
FOREIGN EXCHANGE AN EARNINGS AND OUT GO
Earnings Rs. 577.53 Lacs
Out go NIL
ACKNOWLEDGMENTS
Your Directors would like to express their grateful appreciation for
the assistance and co-opration received from the Bankers, Financial
Institutions, Government Authorities, Customers, Vendors. The directors
also wish to express their gratitude to the Shareholders for their
continued faith in the Company. The Directors also wish to take place
on record their deep sense of appreciation for committed services of
Executives, Staff and workers of the Company.
For and on behalf of the Board of
Place : Shapar (Dist. : Rajkot) Gujarat Intrux Limited
Date : 30,th July, 2010
Raman D. Sabhaya
(Chairman)