-
Phone +91 - 2827 - 252851 152/53Fax +91 - 2827 - 252854e-ma~
info@intricastindiacom.
[email protected]: www.intricastindia.com
REGD. OFFICE &WORKS:Survey No. 84/P.17 Km. Rajkot-Gondal
Road.Village Shapar. Pin-~ 002.RAlKOT (INDIA)
CIN No. L27100GJ1992PLC016917
1
Enc!.: As above
Yours Sincerely,For GUJARAT INTRUX LIMITE
J~D
Thank you.
Kindly take the same in your record.
27th Annual Report 2018-19 of the Company is also available at
website of the
Companyhttps://www.gujaratintrux.com/investors.php
Annual Report is being dispatched/sent to the members, whose
names appeared on theregister of members dated 2nd August,
2019.
Pursuant to Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements)Regulations, 2015 (Listing Regulations) and
amendments thereof, we are submitting herewith27th Annual Report
2018-19 of the Company along with the Notice of the AGM for the
FinancialYear 2018-19.
Dear Sir/Madam,
SUB.: 27THANNUAL REPORT2018-19 OFTHE COMPANY.REF.: Regulation 34
of SEBI (LODR) Regulations, 2015
To,BSELTD.Department of Corporate Services1st Floor, P. J.
Tower,Dalal Street,Mumbai-400001.
is" AUG., 2019GIL/SEC/AUG/004/2019-20
GUJARAT INTRUX LIMITEDSTEEL AND ALLOY STEELCASTING
MANUFACTURERS
•
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1Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
CONTENT
Company Information
....................................................................................................
................ 02
Notice
....................................................................................................
....................................... 03
Management Discussion And Analysis Report
...............................................................................
12
Report on Corporate Governance
..................................................................................................
15
Declaration by CEO
....................................................................................................
................... 26
Certificate from Secretarial Auditor for non-disqualification
.......................................................... 26
Certification by CEO and CFO
....................................................................................................
.....27
Board’s Report
....................................................................................................
.......................... 28
Annexures to Notice and Board’s Report, No. 01 to 08
..................................................................
36
Auditors’ Report
....................................................................................................
........................ 53
Balance Sheet
....................................................................................................
............................ 57
Profit And Loss Account
....................................................................................................
............ 58
Statement of Change in equity
....................................................................................................
.. 59
Cash Flow Statement
....................................................................................................
................. 60
Notes Forming Part of Balance Sheet and Profit & Loss
Account ................................................... 61
Route Map to the Venue of the AGM
............................................................................................
85
Note For Physical Shares Holder
........................................................................................................86
Attendance Slip, Form No. MGT-11 Proxy Form
.........................................................................
87-88
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2Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
COMPANY INFORMATIONBOARD OF DIRECTORSMr. Ramankumar D. Sabhaya
Chairman cum Non-Executive DirectorMr. Dhiraj D. Pambhar Managing
DirectorMr. Amrutlal J. Kalaria Non-Executive DirectorMr. Dilipbhai
M. Dudhagara Non-Executive DirectorMr. Madhubhai S. Patoliya
Non-Executive DirectorMr. Bharatkumar M. Dhorda Non-Executive
DirectorMr. Narendrabhai C. Pithadia Independent DirectorMr.
Rameshbhai M. Bhimani Independent DirectorMr. Gajanan R. Kamat
Independent DirectorMr. Gordhan K. Sorathiya Independent
DirectorMr. Niteshkumar P. Patel Independent DirectorMs. Rina L.
Adhiya Independent Director
KEY MANAGERIAL PERSONNELMr. Dhiraj D. Pambhar Managing
DirectorMr. Sanjay J. Vagadia Chief Financial OfficerMr. Jay K.
Rathod Company Secretary & Compliance Officer
STATUTORY AUDITOR SECRETARIAL AUDITORM/s. Chandabhoy &
Jassoobhoy M/s. K. P. Rachchh & Co.Chartered Accountants
Company Secretaries605 / 606 / 607, Silver Oaks, 317, Krishna Con
Arch-2,Nr. Mahalaxmi Char Rasta, Paldi, Tagore Road, Rajkot-360
002.Ahmedabad-380 007.
REGISTRAR & SHARE TRANSFER AGENT STOCK EXCHANGE DETAILSLink
Intime India Pvt. Ltd. Bombay Stock Exchange506-508, Amarnath
Business Centre-1, Script Code: 517372(ABC-1), besides Gala
Business Centre, ISIN: INE877E01015Near ST. Xavier's College
Corner,Off. C.G. Road, Ellisbridge,Ahmedabad-380 006.
BANKERSHDFC BANK LTD.HDFC BANK House, Nr. Pramukhwami Arcade,Dr.
Yagnik Road, Rajkot-360001
REGISTERED OFFICE & WORKS INVESTOR RELATION EMAIL
IDs.GUJARAT INTRUX LIMITED [email protected] No.
84/p, 17 K.M. Rajkot-Gondal Road, [email protected] :
Shapar, Taluka : Kotda Sangani,District : Rajkot-360 024,
Gujarat.Phone No. 02827-252851 / 52Website :
www.gujaratintrux.com
CIN : L27100GJ1992PLC016917
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3Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
NOTICENOTICE is hereby given that the TWENTY SEVENTH ANNUAL
GENERAL MEETING OF GUJARAT INTRUX LIMITED will beheld at the
Registered Office of the Company situated at Survey No. 84/p, 17
K.M. Rajkot-Gondal Road, Village : Shapar,Taluka : Kotda Sangani,
Dist.: Rajkot-360 024 on Tuesday the 17th September, 2019 at 11:00
A.M. to transact the followingbusiness:ORDINARY BUSINESS:1. To
Receive, consider, approve and adopt the Audited Financial
Statements of the Company for the financial year
ended on 31st March, 2019 and the reports of the Board's and the
Auditors' there on.2. To declare dividend on the Equity Shares of
the Company for the financial year 2018-19.3. To appoint a Director
in place of Mr. Dhiraj Dharmshibhai Pambhar (DIN-00187371), who
retires by rotation and
being eligible, offers himself for re-appointment.4. To appoint
a Director in place of Mr. Ramankumar Devjibhai Sabhaya
(DIN-00569058), who retires by rotation and
being eligible, offers himself for re-appointment.SPECIAL
BUSINESS:5. Re-appointment of Mr. Rameshbhai Mohanbhai Bhimani
(DIN: 02721760), as an Independent Director,
To consider and, if thought fit, to pass the following
Resolution as a Special Resolution:"RESOLVED THAT pursuant to the
provisions of 149, 152 and any other applicable provisions of the
Companies Act,2013 read with Schedule IV of the Companies Act, 2013
and the Companies (Amendment) Act, 2017 and the rulesmade there
under including any statutory modification(s) or amendment(s) or
re-enactment(s) thereof and regulation17 and 25 and other
applicable regulations of the Securities and Exchange Board of
India (Listing Obligations andDisclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), as amended from time to time,
Mr.Rameshbhai Mohanbhai Bhimani (DIN: 02721760), who was appointed
as an Independent Director at the twenty-second Annual General
Meeting conveyed on 25th September, 2014 till the conclusion of
twenty-seventh AnnualGeneral Meeting of the Company and who is
eligible for re-appointment and who meets the criteria for
independenceas provided in Section 149(6) of the Act along with the
rules framed thereunder and Regulation16(1)(b) of SEBIListing
Regulations and who has submitted a declaration to that effect and
in respect of whom the Company hasreceived a Notice in writing from
a Member under Section160(1) of the Act proposing his candidature
for the officeof Director, be and is hereby re-appointed as an
Independent Director of the Company, not liable to retire by
rotation,to hold office for a second term of five years commencing
with effect from September 17, 2019 till September 16, 2024."
6. Re-appointment of Mr. Narendrabhai Chunilal Pithadia (DIN:
02803431), as an Independent Director,To consider and, if thought
fit, to pass the following Resolution as a Special
Resolution:"RESOLVED THAT pursuant to the provisions of 149, 152
and any other applicable provisions of the Companies Act,2013 read
with Schedule IV of the Companies Act, 2013 and the Companies
(Amendment) Act, 2017 and the rules madethere under including any
statutory modification(s) or amendment(s) or re-enactment(s)
thereof and regulation 17and 25 and other applicable regulations of
the Securities and Exchange Board of India (Listing Obligations and
DisclosureRequirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended from time to time, Mr. Narendrabhai
ChunilalPithadia (DIN: 02803431), who was appointed as an
Independent Director at the twenty-second Annual General
Meetingconveyed on 25th September, 2014 till the conclusion of
twenty-seventh Annual General Meeting of the Company andwho is
eligible for re-appointment and who meets the criteria for
independence as provided in Section 149(6) of the Actalong with the
rules framed thereunder and Regulation16(1)(b) of SEBI Listing
Regulations and who has submitted adeclaration to that effect and
in respect of whom the Company has received a Notice in writing
from a Member underSection160(1) of the Act proposing his
candidature for the office of Director, be and is hereby
re-appointed as anIndependent Director of the Company, not liable
to retire by rotation, to hold office for a second term of five
yearscommencing with effect from September 17, 2019 till September
16, 2024."
7. Re-appointment of Mr. Gordhan Kurjibhai Sorathiya (DIN:
01656122), as an Independent Director,To consider and, if thought
fit, to pass the following Resolution as a Special
Resolution:"RESOLVED THAT pursuant to the provisions of 149, 152
and any other applicable provisions of the Companies Act,2013 read
with Schedule IV of the Companies Act, 2013 and the Companies
(Amendment) Act, 2017 and the rulesmade there under including any
statutory modification(s) or amendment(s) or re-enactment(s)
thereof and regulation17 and 25 and other applicable regulations of
the Securities and Exchange Board of India (Listing Obligations
andDisclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended from time to time, Mr. Gordhan
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4Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
Kurjibhai Sorathiya (DIN: 01656122), who was appointed as an
Independent Director at the twenty-second AnnualGeneral Meeting
conveyed on 25th September, 2014 till the conclusion of
twenty-seventh Annual General Meetingof the Company and who is
eligible for re-appointment and who meets the criteria for
independence as provided inSection 149(6) of the Act along with the
rules framed thereunder and Regulation16(1)(b) of SEBI Listing
Regulations andwho has submitted a declaration to that effect and
in respect of whom the Company has received a Notice in writingfrom
a Member under Section160(1) of the Act proposing his candidature
for the office of Director, be and is hereby re-appointed as an
Independent Director of the Company, not liable to retire by
rotation, to hold office for a second termof five years commencing
with effect from September 17, 2019 till September 16, 2024."
8. Re-appointment of Ms. Rina Lalitbhai Adhiya (DIN 06957977),
as an Independent Director,To consider and, if thought fit, to pass
the following Resolution as a Special Resolution:"RESOLVED THAT
pursuant to the provisions of 149, 152 and any other applicable
provisions of the Companies Act,2013 read with Schedule IV of the
Companies Act, 2013 and the Companies (Amendment) Act, 2017 and the
rulesmade there under including any statutory modification(s) or
amendment(s) or re-enactment(s) thereof and regulation17 and 25 and
other applicable regulations of the Securities and Exchange Board
of India (Listing Obligations andDisclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), as amended from
time to time, Ms. RinaLalitbhai Adhiya (DIN 06957977), who was
appointed as an Additional Independent Director on September 27,
2014in pursuance of Section 161 of Companies Act, 2013 and whose
term of office expired at the twenty-third AnnualGeneral Meeting
and her appointment was regularized at the twenty third Annual
General Meeting conveyed on25th September, 2015 to hold office of
Independent Director with effect from September 27, 2014 till the
conclusionof twenty-seventh Annual General Meeting of the Company
and who is eligible for re-appointment and who meetsthe criteria
for independence as provided in Section 149(6) of the Act along
with the rules framed thereunder andRegulation16(1)(b) of SEBI
Listing Regulations and who has submitted a declaration to that
effect and in respect ofwhom the Company has received a Notice in
writing from a Member under Section160(1) of the Act proposing
hercandidature for the office of Director, be and is hereby
re-appointed as an Independent Director of the Company, notliable
to retire by rotation, to hold office for a second term of five
years commencing with effect from September 17,2019 till September
16, 2024."
9. Re-appointment of Mr. Gajanan Rajaram Kamat (DIN 02270125),
as an Independent Director,To consider and, if thought fit, to pass
the following Resolution as a Special Resolution:"RESOLVED THAT
pursuant to the provisions of 149, 152 and any other applicable
provisions of the Companies Act,2013 read with Schedule IV of the
Companies Act, 2013 and the Companies (Amendment) Act, 2017 and the
rulesmade there under including any statutory modification(s) or
amendment(s) or re-enactment(s) thereof and regulation17 and 25 and
other applicable regulations of the Securities and Exchange Board
of India (Listing Obligations andDisclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), as amended from
time to time, Mr. GajananRajaram Kamat (DIN 02270125), who was
appointed as an Independent Director at the twenty-second Annual
GeneralMeeting conveyed on 25th September, 2014 till the conclusion
of twenty-seventh Annual General Meeting of theCompany and who is
eligible for re-appointment and who has attained the age of seventy
five years and who meetsthe criteria for independence as provided
in Section 149(6) of the Act along with the rules framed thereunder
andRegulation16(1)(b) of SEBI Listing Regulations and who has
submitted a declaration to that effect and in respect ofwhom the
Company has received a Notice in writing from a Member under
Section160(1) of the Act proposing hiscandidature for the office of
Director, be and is hereby re-appointed as an Independent Director
of the Company, notliable to retire by rotation, to hold office for
a second term of five years commencing with effect from September
17,2019 till September 16, 2024."
Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL
GENERAL MEETING IS ALSO ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE, INSTEAD OF HIMSELF/HERSELF AND THE
PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE INSTRUMENT APPOINTING
PROXY SHOULD HOWEVER BE DEPOSITED AT REGISTERED OFFICE OFTHE
COMPANY NOT LESS THAN 48 HOURS BEFORE COMMENCEMENT OF THE
MEETING.The instrument of Proxy in order to be effective and valid,
should be deposited at the Registered Office of the Company,duly
completed and signed, not less than 48 hours before the
commencement of the meeting. A Proxy form is sentherewith. Proxies
submitted on behalf of the companies, Trust, society etc., must be
supported by an appropriateresolution/authority, as applicable.A
person can act as Proxy on behalf of Members not exceeding fifty in
numbers and holding in the aggregate not
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5Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
more than ten per cent of the total share capital of the Company
carrying Voting Rights. A member holding morethan ten per cent of
the total share capital of the Company carrying Voting Rights may
appoint a single person asProxy for his/her entire shareholding and
such person shall not act as a Proxy for another person or
shareholder.
2. Corporate members intending to send their authorized
representatives to attend the meeting are requested to senda
certified copy of the Board Resolution to the Company, authorizing
their representative to attend and vote on theirbehalf at the
meeting.
3. The relevant Explanatory Statement, pursuant to Section 102
of the Companies Act, 2013 in respect of the specialbusiness under
item no. 5 to 9 is annexed hereto. Brief profiles of directors to
be appointed/re-appointed is attachedas Annexure 01 of Board's
Report.
4. The Register of member and Share Transfer Book of the Company
will remain closed from 11th September, 2019 to17th September, 2019
(Both days inclusive) in connection with the Annual General Meeting
and for the purpose ofDividend record date is 10th September, 2019,
if declared at the Meeting.
5. In terms of the provisions of Section 124 of the Companies
Act, 2013 the amount of dividend not encashed orclaimed within 7
(seven) years after date of transfer to the unpaid dividend
account, will be transferred to the InvestorEducation and
Protection Fund established by the government accordingly.
6. Members who have neither received nor encashed their dividend
warrant(s) for the financial year 2011-12, 2013-14,2014-15 and
2017-18 are requested to write to the Company or Company's
Registrar and Share Transfer Agent LINKINTIME INDIA PVT. LTD.,
506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business
Centre, Near ST. Xavier'sCollege Corner, Off C G Road,
Ellisebridge, Ahmedabad-380006. Ph. : 079-26465179 mentioning the
relevant Folionumber or DPID and Client ID, for issuance of
duplicate/revalidated dividend warrant.
7. To ensure correct identity of each member and proxy holders
attending meeting is expected to bring with him/her anappropriate
ID document like Adhar Card, Driving License, Passport, Voter ID
card, etc.
8. The Members/Proxies are requested to produce the attendance
slip duly completed and signed at the entrance ofthe meeting.
9. Shareholders are requested to bring their copies of Annual
Report at the meeting.10. Members who are holding shares in
Physical form are requested to intimate any change in their address
immediately
to the Company's Registrar and Share Transfer Agent LINK INTIME
INDIA PVT. LTD., 506-508, Amarnath BusinessCentre-1 (ABC-1),
Besides Gala Business Centre, Near ST Xavier's College Corner, Off
C G Road, Ellisebridge, Ahmedabad-380006. Ph: 079-26465179, quoting
their folio no. Further, please note that in case of members
holding shares indemat form, any change(s) required in Address,
Bank details, etc. are to be intimated to your DP and not to
theCompany or Registrar.
11. In terms of circular issued by the Securities and Exchange
Board of India (SEBI), it is now mandatory to furnish a copyof Pan
Card to the Company or its RTA in the following cases viz. transfer
of shares, deletion of name, and transmissionof share and
transposition of shares. Shareholders are requested to furnish copy
of Pan Card for all above mentionedtransactions.
12. In terms of the amended Regulation 40(1) of the Securities
and Exchange Board of India (Listing Obligations andDisclosure
Requirements) Regulations, 2015, as amended, except in case of
transmission or transposition, requestsfor effecting transfer of
securities of listed companies shall not be processed unless the
securities are held indematerialised form with a Depository. In
view of the above, members holding shares in physical form are
requestedto convert their holdings in to dematerialized form.
13. As per the provisions of Section 72 of the Act, the facility
formaking nomination is available for the Members inrespect of the
shares held by them. Members who have not yet registered their
nomination are requested to registerthesame by submitting Form No.
SH-13. Members are requested to submit the said details to their
depositoryparticipants ("DPs") in case the shares are held by them
in electronic form and to LINK INTIME INDIA PVT. LTD. in casethe
shares are held by them in physical form.
14. Members having any questions on accounts are requested to
send their queries at least 10 days in advance to theCompany at its
registered office address to enable the Company to collect relevant
information.
15. All documents referred to in the notice and the explanatory
statement requiring the approval of the Members at themeeting and
other statutory registers shall be available for inspection by the
Members at the Registered Office of theCompany during office hours
on all working days between (except Wednesday) 10.00 a.m. to 6.00
p.m. from the dateof Receipt of the notice up to the date of the
Annual General Meeting.
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6Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
16. The notice of AGM along with Annual Report for 2018-19 is
being sent by electronic mode to all the members whoseemail IDs are
registered with the Company/Depository Participant(s) unless any
member has requested for a physicalcopy of the same. For members
who have not registered their email addresses, physical copies are
being sent by thepermitted mode.
17. This notice along with Annual Report for 2018-19 is being
sent to all members of the Company whose name appearsin the
Register of Members/ list of beneficiaries received from the
depositories on the end of 02nd August, 2019.
18. In case of joint holders attending the AGM, the Member whose
name appears as the first holder in the order ofnames as per the
Register of Members of the Company will be entitled to vote.
19. Members, Proxies and Authorised Representatives are
requested to bring the attendance slip duly filled in along
withtheir copy of Annual Report to the Meeting.
20. The Route Map for Venue of 27th Annual General Meeting is
given separately in this report.21. Voting through electronic means
:
In compliance with the provisions of Section 108 of the
Companies Act, 2013 and Rule 20 of the Companies(Management and
Administration) Rules, 2014, the Company is pleased to provide
members facility to exercise theirright to vote at the 27th Annual
General Meeting (AGM) by electronic means and the business may be
transactedthrough e-voting service provided by CDSL:
I. The voting period begins on 13-09-2019 at 10:00 a.m. and ends
on 16-09-2019 at 5:00 p.m. During this periodshareholders' of the
Company, holding shares either in physical form or in
dematerialized form, as on the cut-off dateof 10-09-2019, may cast
their vote electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.Shareholders who have already voted
prior to the meeting date would not be entitled to vote at the
meeting venueThe Instructions for members for voting electronically
are as under, In case of members receiving e-mail:(i) Log on to
e-voting website www.evotingindia.com(ii) Click on "Shareholders"
tab.(iii) Now, select the "GUJARAT INTRUX LIMITED" from the drop
down menu and click on "SUBMIT"(iv) Now enter your user ID
a. For CDSL : 16 digit beneficiary IDb. For NSDL : 8 character
DPID followed by 8 digits Client IDc. Members holding shares in
physical forms should enter Folio Number registered with the
Company.
(v) Next enter the image verification as displayed and click on
Login.(vi) If you are holding shares in demat form and had logged
on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to be
used.(vii) If you are a first time user follow the steps given
below:
For Members holding shares in Demat Form and Physical FormPAN
Enter your 10 digit alpha-numeric PAN issued by Income Tax
Department (Applicable for both
demat shareholders as well as physical shareholders)Members who
have not updated their PAN with the Company/Depository Participant
arerequested to use the sequence number which is printed on Postal
Ballot / Attendance Slipindicated in the PAN field.In case the
sequence number is less than 8 digits enter the applicable number
of 0's before thenumber after the first two characters of the name
in CAPITAL letters. Eg. If your name is RameshKumar with sequence
number 1 then enter RA00000001 in the PAN field.
Dividend Bank Enter the Dividend Bank Details or Date of Birth
(in dd/mm/yyyy format) as recorded in yourDetails demat account or
in the company records in order to login.OR If both the details are
not recorded with the depository or company please enter the
memberDate of Birth id / folio number in the Dividend Bank details
field as mentioned in instruction (iv).(DOB)
(viii)After entering these details appropriately, click on
"SUBMIT" tab.(ix) Members holding shares in physical form will then
reach directly the Company selection screen. However,
members holding shares in demat form will now reach 'Password
Creation' menu wherein they are required to
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7Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
mandatorily enter their login password in the new password
field. Kindly note that this password is to be alsoused by the
demat holders for voting for resolutions of any other company on
which they are eligible to vote,provided that company opts for
e-voting through CDSL platform. It is strongly recommended not to
share yourpassword with any other person and take utmost care to
keep your password confidential.
(x) For Members holding shares in physical form, the details can
be used only for e-voting on the resolutionscontained in this
Notice.
(xi) Click on the EVSN for the relevant GUJARAT INTRUX LIMITED
on which you choose to vote.(xii) On the voting page, you will see
"RESOLUTION DESCRIPTION" and against the same the option "YES/NO"
for
voting. Select the option YES or No as desired. The option YES
implies that you assent to the Resolution andoption NO implies that
you dissent to the Resolution.
(xiii) Click on the "RESOLUTION FILE LINK" if you wish to view
the entire Resolution details.(xiv) After selecting the resolution
you have decided to vote on, click on "SUBMIT". A confirmation box
will be
displayed. If you wish to confirm your vote, click on "OK", else
to change your vote, click on "CANCEL" andaccordingly modify your
vote.
(xv) Once you "CONFIRM" your vote on the resolution, you will
not be allowed to modify your vote.(xvi) You can also take out
print of the voting done by you by clicking on "click here to
print" option on the voting
page.(xvii) If demat account holder has forgotten the changed
login password then enter the User ID and the image
verification code and click on Forgot Password & enter the
details as prompted by the system.(xviii) Shareholders can also use
Mobile app - "m-Voting" for e voting. m-Voting app is available on
IOS, Android &
Windows based Mobile. Shareholders may log in to m-Voting using
their e voting credentials to vote for thecompany
resolution(s).
(xix) Note for non-individual shareholders and custodians.-
Institutional shareholders (i.e. other than Individuals, HUF, NRI
etc.) and custodians are required to log on
to https://www.evotingindia.com and register themselves as
Corporates.- They should submit a scanned copy of the Registration
Form bearing the stamp and sign of the entity to
[email protected] After receiving the login the
details a compliance user should be created using the Admin login
and password.
The compliance user would be able to link the account(s) which
they wish to vote on.- The list of accounts should be mailed to
[email protected] and on approval of the accounts
they would be able to cast their vote.- They should upload a
scanned copy of the Board Resolution and Power of Attorney (POA)
which they have
issued in favour of the Custodian, if any; in PDF format in the
system for the scrutinizer to verify the same.(xx) In case you have
any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions ("FAQs")
and e-voting manual available at www.evotingindia.com under help
section or write an email [email protected]
II. Mr. Kalpesh P. Rachchh proprietor of M/s. K. P. Rachchh
& Co., Practicing Company Secretary (Membership no. FCS5156)
(Address: 317 Krishna Con Arch -2, Tagore Road, Rajkot 360 002,
Gujarat) has been appointed as the Scrutinizerto scrutinize the
e-voting process in a fair and transparent manner.
III. The Scrutinizer shall within a period of not exceeding
three (3) working days from the conclusion of the e-votingperiod
unblock the votes in the presence of at least two (2) witnesses not
in the employment of the Company andmake a Scrutinizer's Report of
the votes cast in favor or against, if any, forthwith to the
Chairman of the Company.
ANNEXURE TO THE NOTICEExplanatory Statement pursuant to section
102 of the Companies Act, 2013.Item No. 5.Mr. Rameshbhai Mohanbhai
Bhimani (DIN: 02721760) is a Non-Executive Independent Director of
the Company. He joinedthe Board of Directors of the Company in
July, 2009 under the Companies Act, 1956. Under the Companies Act,
2013 itwas required that Independent Director needs to be appointed
for fixed term.Mr. Rameshbhai Mohanbhai Bhimani (DIN: 02721760)
being eligible pursuant to Sections 149 and other
applicableprovisions of the Companies Act, 2013 appointed as
Independent Director for continuous period of 5 years w.e.f.
25th
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8Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
September, 2014 till the Conclusion of Annual General Meeting
for the year 2018-19 after considering his candidaturenotice from
the member of the Company.In the opinion of the Board, Mr.
Rameshbhai Mohanbhai Bhimani fulfils the conditions specified in
the Companies Act,2013 as amended from time to time, and rules made
there under for his re-appointment as an Independent Director ofthe
Company and he is independent of the management. Company has
received a notice in writing from the Memberunder the provision of
section 160(1) of the Companies Act, 2013 and proposing his
candidature for the second term offive years to hold the office of
Independent Director of the Company.The Company has received a
declaration from him to the effect that he meets the criteria of
independence as provided inSection 149(6) of the Act and Rules
framed thereunder and Regulation 16(1)(b) of the SEBI (Listing
Obligations andDisclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). In terms of Regulation 25(8) of SEBI
ListingRegulations, he has confirmed that he is not aware of any
circumstance or situation which exists or may be
reasonablyanticipated that could impair or impact his ability to
discharge his duties. In the opinion of the Board, he fulfills
theconditions specified in the Act and SEBI Listing Regulations for
appointment as an Independent Director and is independentof the
management of the Company. The terms and conditions of his
appointment shall be open for inspection by theMembers at the
Registered Office of the Company during the normal business hours
on any working day (except Wednesday)and will also be kept open at
the venue of the AGM till the conclusion of the AGM.Mr. Rameshbhai
Mohanbhai Bhimani is eligible for re-appointment as Independent
Non-Executive Director of the Company.Hence, In terms of Sections
149, 152 and any other applicable provisions of the Companies Act,
2013 read with ScheduleIV of the Companies Act, 2013 and the
Companies (Amendment) Act, 2017 and the rules made there under
(including anystatutory modification(s) or amendment(s) or
re-enactment(s) thereof and regulation 17 and 25 of SEBI (Listing
Obligationand Disclosure Requirements) Regulations, 2015 as amended
from time to time, Mr. Rameshbhai Mohanbhai Bhimani(DIN: 02721760),
being eligible proposed to be re-appointed as an Independent
Director of the Company, not liable toretire by rotation, to hold
office for a second term of five years commencing with effect from
September 17, 2019 tillSeptember 16, 2024.The Board considers that
his association would be of immense benefit to the Company and it
is desirable to continue toavail services of Mr. Rameshbhai
Mohanbhai Bhimani as an Independent Director. Accordingly, the
Board recommendsthe resolution in relation to re-appointment of Mr.
Rameshbhai Mohanbhai Bhimani as an Independent Director, for
theapproval by the shareholders of the Company by way of special
resolution.Except Mr. Rameshbhai Mohanbhai Bhimani, being an
appointee, none of the Directors and/or Key Managerial
Personnel(KMP) of the Company and their relatives are concerned or
interested, financially or otherwise, in the resolution set outat
Item no.5.Item No. 6.Mr. Narendrabhai Chunilal Pithadia (DIN:
02803431) is a Non-Executive Independent Director of the Company.
He joinedthe Board of Directors of the Company in July, 2009 under
the Companies Act, 1956. Under the Companies Act, 2013 itwas
required that Independent Director needs to be appointed for fixed
term.Mr. Narendrabhai Chunilal Pithadia (DIN: 02803431) being
eligible pursuant to Sections 149 and other applicable provisionsof
the Companies Act, 2013 appointed as Independent Director for
continuous period of 5 years w.e.f. 25th September,2014 till the
Conclusion of Annual General Meeting for the year 2018-19 after
considering his candidature notice fromthe member of the Company.In
the opinion of the Board, Mr. Narendrabhai Chunilal Pithadia
fulfils the conditions specified in the Companies Act,2013 as
amended from time to time, and rules made thereunder for his
re-appointment as an Independent Director ofthe Company and he is
independent of the management. Company has received a notice in
writing from the Memberunder the provision of section 160(1) of the
Companies Act, 2013 and proposing his candidature for the second
term offive years to hold the office of Independent Director of the
Company.The Company has received a declaration from him to the
effect that he meets the criteria of independence as provided
inSection 149(6) of the Act and Rules framed thereunder and
Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In
terms of Regulation 25(8) of SEBI ListingRegulations, he has
confirmed that he is not aware of any circumstance or situation
which exists or may be reasonablyanticipated that could impair or
impact his ability to discharge his duties. In the opinion of the
Board, he fulfills theconditions specified in the Act and SEBI
Listing Regulations for appointment as an Independent Director and
is independentof the management of the Company. The terms and
conditions of his appointment shall be open for inspection by
theMembers at the Registered Office of the Company during the
normal business hours on any working day (except Wednesday)
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9Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
and will also be kept open at the venue of the AGM till the
conclusion of the AGM.Mr. Narendrabhai Chunilal Pithadia is
eligible for re-appointment as Independent Non-Executive Director
of the Company.Hence, In terms of Sections 149, 152 and any other
applicable provisions of the Companies Act, 2013 read with
ScheduleIV of the Companies Act, 2013 and the Companies (Amendment)
Act, 2017 and the rules made there under (including anystatutory
modification(s) or amendment(s) or re-enactment(s) thereof and
regulation 17 and 25 of SEBI (Listing Obligationand Disclosure
Requirements) Regulations, 2015 as amended from time to time, Mr.
Narendrabhai Chunilal Pithadia (DIN:02803431), being eligible
proposed to be re-appointed as an Independent Director of the
Company, not liable to retire byrotation, to hold office for a
second term of five years commencing with effect from September 17,
2019 till September16, 2024.The Board considers that his
association would be of immense benefit to the Company and it is
desirable to continue toavail services of Mr. Narendrabhai Chunilal
Pithadia as an Independent Director. Accordingly, the Board
recommends theresolution in relation to re-appointment of Mr.
Narendrabhai Chunilal Pithadia as an Independent Director, for the
approvalby the shareholders of the Company by way of special
resolution.Except Mr. Narendrabhai Chunilal Pithadia, being an
appointee, none of the Directors and/or Key Managerial
Personnel(KMP) of the Company and their relatives are concerned or
interested, financially or otherwise, in the resolution set outat
Item no. 6.Item No. 7.Mr. Gordhan Kurjibhai Sorathiya (DIN:
01656122) is a Non-Executive Independent Director of the Company.
He joined theBoard of Directors of the Company in March, 2003 under
the Companies Act, 1956. Under the Companies Act, 2013 it
wasrequired that Independent Director needs to be appointed for
fixed term.Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122) being
eligible pursuant to Sections 149 and other applicable provisionsof
the Companies Act, 2013 appointed as Independent Director for
continuous period of 5 years w.e.f. 25th September,2014 till the
Conclusion of Annual General Meeting for the year 2018-19 after
considering his candidature notice fromthe member of the Company.In
the opinion of the Board, Mr. Gordhan Kurjibhai Sorathiya fulfils
the conditions specified in the Companies Act, 2013 asamended from
time to time, and rules made thereunder for his re-appointment as
an Independent Director of the Companyand he is independent of the
management. Company has received a notice in writing from the
Member under the provisionof section 160(1) of the Companies Act,
2013 and proposing his candidature for the second term of five
years to hold theoffice of Independent Director of the Company.The
Company has received a declaration from him to the effect that he
meets the criteria of independence as provided inSection 149(6) of
the Act and Rules framed thereunder and Regulation 16(1)(b) of the
SEBI (Listing Obligations andDisclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). In terms of Regulation 25(8) of
SEBI ListingRegulations, he has confirmed that he is not aware of
any circumstance or situation which exists or may be
reasonablyanticipated that could impair or impact his ability to
discharge his duties. In the opinion of the Board, he fulfills
theconditions specified in the Act and SEBI Listing Regulations for
appointment as an Independent Director and is independentof the
management of the Company. The terms and conditions of his
appointment shall be open for inspection by theMembers at the
Registered Office of the Company during the normal business hours
on any working day (except Wednesday)and will also be kept open at
the venue of the AGM till the conclusion of the AGM.Mr. Gordhan
Kurjibhai Sorathiya is eligible for re-appointment as Independent
Non-Executive Director of the Company. Hence,In terms of Sections
149, 152 and any other applicable provisions of the Companies
Act,2013 read with Schedule IV of theCompanies Act, 2013 and the
Companies (Amendment) Act, 2017 and the rules made there under
(including any statutorymodification(s) or amendment(s) or
re-enactment(s) thereof and regulation 17 and 25 of SEBI (Listing
Obligation and DisclosureRequirements) Regulations, 2015 as amended
from time to time, Mr. Gordhan Kurjibhai Sorathiya (DIN: 01656122),
beingeligible proposed to be re-appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold
officefor a second term of five years commencing with effect from
September 17, 2019 till September 16, 2024.The Board considers that
his association would be of immense benefit to the Company and it
is desirable to continue toavail services of Mr. Gordhan Kurjibhai
Sorathiya as an Independent Director. Accordingly, the Board
recommends theresolution in relation to re-appointment of Mr.
Gordhan Kurjibhai Sorathiya as an Independent Director, for the
approvalby the shareholders of the Company by way of special
resolution.Except Mr. Gordhan Kurjibhai Sorathiya, being an
appointee, none of the Directors and/or Key Managerial
Personnel(KMP) of the Company and their relatives are concerned or
interested, financially or otherwise, in the resolution set outat
Item no. 7.
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10Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
Item No. 8.Ms. Rina Lalitbhai Adhiya (DIN 06957977) being
eligible pursuant to Sections 149 and other applicable provisions
of theCompanies Act, 2013 appointed as Additional Independent
Director on September 27, 2014 in pursuance of Section 161of
Companies Act, 2013 and whose term of office expired at the
twenty-third Annual General Meeting and her appointmentis
regularized at the twenty third Annual General Meeting conveyed on
25th September, 2015 to hold office of IndependentDirector for the
continuous term of 5 years with effect from September 27, 2014 till
the conclusion of twenty-seventhAnnual General Meeting of the
Company.In the opinion of the Board, Ms. Rina Lalitbhai Adhiya
fulfils the conditions specified in the Companies Act, 2013
asamended from time to time, and rules made thereunder for her
re-appointment as an Independent Director of theCompany and she is
independent of the management. Company has received a notice in
writing from the Member underthe provision of section 160(1) of the
Companies Act, 2013 and proposing her candidature for the second
term of fiveyears to hold the office of Independent Director of the
Company.The Company has received a declaration from her to the
effect that she meets the criteria of independence as provided
inSection 149(6) of the Act and Rules framed thereunder and
Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In
terms of Regulation 25(8) of SEBI ListingRegulations, she has
confirmed that she is not aware of any circumstance or situation
which exists or may be reasonablyanticipated that could impair or
impact her ability to discharge her duties. In the opinion of the
Board, she fulfills theconditions specified in the Act and SEBI
Listing Regulations for appointment as an Independent Director and
is independentof the management of the Company. The terms and
conditions of her appointment shall be open for inspection by
theMembers at the Registered Office of the Company during the
normal business hours on any working day (except Wednesday)and will
also be kept open at the venue of the AGM till the conclusion of
the AGM.Ms. Rina Lalitbhai Adhiya is eligible for re-appointment as
Independent Non-Executive Director of the Company. Hence,In terms
of Sections 149, 152 and any other applicable provisions of the
Companies Act, 2013 read with Schedule IV ofthe Companies Act, 2013
and the Companies (Amendment) Act, 2017 and the rules made there
under (including anystatutory modification(s) or amendment(s) or
re-enactment(s) thereof and regulation 17 and 25 of SEBI (Listing
Obligationand Disclosure Requirements) Regulations, 2015 as amended
frrm time to time, Ms. Rina Lalitbhai Adhiya (DIN 06957977),being
eligible proposed to be re-appointed as an Independent Director of
the Company, not liable to retire by rotation, tohold office for a
second term of five years commencing with effect from September 17,
2019 till September 16, 2024.The Board considers that her
association would be of immense benefit to the Company and it is
desirable to continue toavail services of Ms. Rina Lalitbhai Adhiya
as an Independent Director. Accordingly, the Board recommends the
resolutionin relation to re-appointment of Ms. Rina Lalitbhai
Adhiya as an Independent Director, for the approval by the
shareholdersof the Company by way of special resolution.Except Ms.
Rina Lalitbhai Adhiya, being an appointee, none of the Directors
and/or Key Managerial Personnel (KMP) of theCompany and their
relatives are concerned or interested, financially or otherwise, in
the resolution set out at Item no. 8.Item No. 9.Mr. Gajanan Rajaram
Kamat (DIN 02270125) is a Non-Executive Independent Director of the
Company. He joined theBoard of Directors of the Company in June,
2008 under the Companies Act, 1956. Under the Companies Act, 2013
it wasrequired that Independent Director be appointed for fixed
term.Mr. Gajanan Rajaram Kamat (DIN 02270125) being eligible
pursuant to Sections 149 and other applicable provisions ofthe
Companies Act, 2013 appointed as Independent Director for
continuous period of 5 years w.e.f. 25th September, 2014till the
Conclusion of Annual General Meeting for the year 2018-19 after
considering his candidature notice from themember of the Company.In
the opinion of the Board, Mr. Gajanan Rajaram Kamat fulfils the
conditions specified in the Companies Act, 2013 asamended from time
to time, and rules made thereunder for his re-appointment as an
Independent Director of the Companyand he is independent of the
management. Company has received a notice in writing from the
Member under the provisionof section 160(1) of the Companies Act,
2013. Moreover, it is hereby noted by the Members of the Company
that Mr.Gajanan Rajaram Kamat has attained the age of seventy five
years.The Company has received a declaration from him to the effect
that he meets the criteria of independence as provided inSection
149(6) of the Act and Rules framed thereunder and Regulation
16(1)(b) of the SEBI (Listing Obligations andDisclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In
terms of Regulation 25(8) of SEBI ListingRegulations, he has
confirmed that he is not aware of any circumstance or situation
which exists or may be reasonablyanticipated that could impair or
impact his ability to discharge his duties. In the opinion of the
Board, he fulfills the
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11Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
conditions specified in the Act and SEBI Listing Regulations for
appointment as an Independent Director and is independentof the
management of the Company. The terms and conditions of his
appointment shall be open for inspection by theMembers at the
Registered Office of the Company during the normal business hours
on any working day (except Wednesday)and will also be kept open at
the venue of the AGM till the conclusion of the AGM.Mr. Gajanan
Rajaram Kamat is eligible for re-appointment as Independent
Non-Executive Director of the Company. Hence,In terms of Sections
149, 152 and any other applicable provisions of the Companies Act,
2013 read with Schedule IV ofthe Companies Act, 2013 and the
Companies (Amendment) Act, 2017 and the rules made there under
(including anystatutory modification(s) or amendment(s) or
re-enactment(s) thereof and regulation 17 and 25 of SEBI (Listing
Obligationand Disclosure Requirements) Regulations, 2015 as amended
from time to time, Mr. Gajanan Rajaram Kamat (DIN02270125), being
eligible proposed to be re-appointed as an Independent Director of
the Company, not liable to retire byrotation, to hold office for a
second term of five years commencing with effect from September 17,
2019 till September 16,2024.The Board considers that his
association would be of immense benefit to the Company and it is
desirable to continue toavail services of Mr. Gajanan Rajaram Kamat
as an Independent Director. Accordingly, the Board recommends the
resolutionin relation to re-appointment of Mr. Gajanan Rajaram
Kamat as an Independent Director, for the approval by
theshareholders of the Company by way of special resolution.Except
Mr. Gajanan Rajaram Kamat, being an appointee, none of the
Directors and/or Key Managerial Personnel (KMP) ofthe Company and
their relatives are concerned or interested, financially or
otherwise, in the resolution set out at Item no. 9.
for and on behalf of the Board ofGujarat Intrux Limited
Ramankumar D. SabhayaPlace : Shapar (Dist.: Rajkot)
(Chairman)Date : 29th July, 2019 DIN: 00569058
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12Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS REPORTAN OVERVIEWOur Company
"Gujarat Intrux Limited" is engaged in Manufacturing and supply of
Stainless Steel, Non - Alloy Steel andalloy steel Castings. The
present production capacity of foundry is 300 tons per month. The
plant is equipped with allnecessary infrastructure, equipment and
Advanced Machineries.The company is connected with 1800KVA high
tension power Connection.INDUSTRY STRUCTURE AND DEVELOPMENTSOur
Company manufactures Steel and Alloy steel Sand casting single
piece weight of from few Kgs. to 2200 kgs. TheIndustry has decent
demand in the market and will be there in future too. Valve and
other allied productsare manufactured by using sand casting process
in Gujarat Intrux Limited. There are also overseas demands of
likeproducts and we are exporting the same.DISCUSSION ON FINANCIAL
PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCEFinancial
Performance is highlighted as under:
Particulars 2018-2019 2017-2018 % wise Up/DownProduction(in MT)
1285.71 1162.62 10.58% UpExport Sales (Rs. In Lakhs) 1847.55
1793.69 03.00% UpDomestic Sales (Rs.in Lakhs) 2012.85 1669.87
20.53% UpTotal Sales (Rs. In Lakhs) 3860.40 3463.65 11.45% UpOther
Income (Rs. In Lakhs) 84.37 83.59 00.93% UpEarnings Per Share 12.82
10.05 27.56% UpDividend % 20% 15% -
In the year 2018-19 Company has performed very well in all
aspects, Company stood up in the production, exportsales, domestic
sales, so as profitability and EPS.The Company's operational
functions are well designed and having almost all facilities in
house i.e. Two Inductionfurnace, Moldings Unit, Sand-Reclaimation
Plant, Shot-Blasting Unit, Heat Treatment, MPI, PMI, UT, RT,
SPECTRO, IGCT,FARO CMM MACHINE, CNC, VMC etc.All this Operational
measures lead to increase in Financial Performance of the
Company.FINANCIAL RATIOSThe significant changes in the financial
ratios of the Company, which are more than 25% as compared to the
previousyear are summarised below.Ratio Particulars 2018-19 2017-18
% Change Reason for changeInterest Coverage Ratio Standalone 723.77
28.43 2445.79 Ratio is positively higher, as profit
of the company increased andinterest cost is decreased.
Current Ratio Standalone 6.42 11.76 45.41 Increase in the
current liabilitiesthen the previous year.
Debt Equity Ratio Standalone 0.16 0.09 77.78 Debt portions
Increased then theprevious year and slight increasein the
profitability.
CHANGE IN RETURN ON NET WORTHThe return on Net worth for the
financial year 2018-19 has gone up from 100 % to 128 % as compared
to precedingfinancial year due to increase in the Net Profit of the
Company.SEGMENT/PRODUCT WISE PERFORMANCEThe Company has only one
segment i.e Sand Casting unit only. The Company has total sales of
Rs. 3860.40 Lacs incomparison to previous year of Rs. 3463.65
Lacs.In the year 2018-19, market conditions of the industry were
stagnant although, Company has achieved notable growth.
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13Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
Company has achieved upward trends in during the year. Company
has risen up Domestic Sales and Export Sales thanthe last
year.FUTURE OUTLOOKAs per latest World Economic Prospects report by
World Bank, India's GDP is estimated to grow at 7.5%,
growingscenario of our Country may get upward trend in Iron and
Steel Industry. At global level there may have more tradeagreements
which may lead to the path of export expansion. We are committed to
manufacture and supply QualitySteel and Alloy Steel Castings to
meet customers need both for domestic and global market.Company
shall continue to be India's leading quality Steel and Alloy Steel
sand castings manufacturer through innovativeand improved
technology and method. We aim to take our Quality Management
System, Technology and Commitmentto the next level. The Company has
strengthened its performance stability and also expecting to get
rise in the marketsituation.OPPORTUNITIES AND THREATSIndian economy
is amongst the fastest economy of the world. India has attained
tremendous growth in the recenttimes. It states that such growth is
proof of notable performance of manufacturing units. Industry like
us aiming formore such developments. We as Gujarat Intrux Limited
Steel and Alloys Steel industry expect infrastructural
developmentsin the refineries of the India as well outside
India.The Company has enhanced its production capacity by adding
new furnace structure last year and in the recent yearwe have
started adding one more machining unit, So that we can come out
with large production at a stretch withfine castings. Progressive
country always catches the demand and in such scenario your Company
also will get suchdemand from the Domestic as well as Export
Market.We are not relied on the export market but our biggest
opportunity of the Company remains in Exports. The
Company'sexports, which constitutes around more than 47% of its
turnover, however such opportunity comes with certainthreats of
change in foreign exchange rates, Interest rates, raw material
prices and other market factors.Inflationary scenario in raw
material price may give untoward financial performance and
profitability. The prices ofsand castings depends on raw material
price, forex, cost of procces materials and other costs. The prices
of exportedsand castings will be mainly affected by the exchange
rate; therefore, the prices are not stable.RISK FACTORSIndia
observing volatility in oil prices, raw iron prices, nickel prices
and other metal prices. In such case India may faceupward
inflation, which may impact Company's performance. Further,
fluctuation in exchange rate, liquidity issues,rising power and
labour cost continues to be a key challenge for the industry.Your
Company regularly monitors the various risks associated with its
business and the Company continues to takesuitable steps to
minimize risks and their impact on Company's overall
performance.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYAdequate
internal control procedures and systems are in place.Company has
also appointed Internal auditor who looks after internal control
system and its adequacy.LEGAL COMPLIANCE TOOLIn order to ensure
transparency and full compliance of the applicable laws, Company
has developed a comprehensivetool which covers the entire gamut of
compliances applicable to the company's business. The same has been
madeoperational during the current financial year. This tool will
enable the company to track and ensure compliance tothe regulations
in the prescribed time frame. At the same time, it also provides
opportunity to develop an efficientplan for go to market strategy
for its projectsQUALITY OF PRODUCTSThe Gujarat Intrux Limited is
continuing feat of quality excellence. Entire company's
manufacturing process takesextreme care for proving quality. Your
Company has achieved benchmark in providing quality castings. The
Companyhas only motto of providing quality castings. The Company
has separate and dedicated team to assure desired quality.HUMAN
RESOURCE AND DEVELOPMENTThe Company is always focuses toward the
workforce. Your Company has created performance based culture
withinthe organization and emphasize on employees training and
development.During the year under review, the Company organized
various programs and trainings of Process Management,
Safetyprecautions, Time management, refreshment programs like 5-S,
MUDA, ENERGY AUDIT etc. which involves workforceinto the Company
and improves skills. The Company always has positive approach
towards human relation development.Industrial relations remained
cordial throughout the year and there was no incidence of strike,
lock-out, etc.
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14Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
The company also have safe working environment with prescribed
safety standards which are periodically reviewedwhich builds the
trust.CORPORATE SOCIAL RESPONSIBILITYYour Company is committed to
conduct its business in a socially responsible manner irrespective
of statutory obligation.However, in the year 2018-19 company has
not attracted the provisions of Section 135 of the Companies Act,
2013.Further Company's Corporate Social Responsibility Committee
regularly reviews the Company's CSR Policy.EXPORTSThe Company
always makes way for large exports irrespective of market scenario,
in the year under review Companyhas marginal expanded ratio of
export too. Your company having dedicated marketing team which
focusing on continualrelation with the customers with ethics and
complying with commitments. Company is regularly participating
atInternational Exhibitions.CAUTIONARY STATEMENT:Statement in this
Management Discussion and Analysis Report, describing the Company's
objectives, estimates andexpectations may constitute 'Forward
Looking Statements' within the meaning of applicable laws or
Regulations.Actual results might differ materially from those
either expressed or implied. Some parts of the content of this
annualreport are taken from sources like World Bank, IMF.
for and on behalf of the Board ofGujarat Intrux Limited
Ramankumar D. SabhayaPlace : Shapar (Dist.: Rajkot)
(Chairman)Date : 29th July, 2019 DIN: 00569058
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15Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
REPORT ON CORPORATE GOVERNANCEINTRODUCTIONIn the recent time
governing a corporation in a transparent manner is need of the
country's growth and CorporateGovernance is very important to build
confidence and trust which leads to strong, stable and long term
relation withthe Investors and all other Stakeholders. The detailed
Report on implementation of Corporate Governance as incorporatedin
Regulation 34 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 i.e.SEBI(LODR), 2015 and
amendments thereto is as follows :1. COMPANY'S PHILOSOPHY ON CODE
OF CORPORATE GOVERNANCE :The corporation which is aligned with
smooth Corporate Governance will not attract any hurdles. Gujarat
IntruxLimited had in principles, being in the Good Governance path
with the spirit.Corporate values insist organization to protect
interests of various stakeholders, to deal fairly with all and to
give backto the society and at the same time enhance the wealth of
shareholders. Corporate Governance is to adhere with theethical
standards, to prosper integrity and transparency and to be
accountable in the affair of the Company and weas Gujarat Intrux
Limited enduring into the values.The Governance for your Company
means being true to own belief and constantly strengthening and
increasingstakeholders' values and return on investment by adopting
principles of transparency, accountability and adherenceof
committed value creation principles. Corporate Governance indeed
been an integral part of the way Gujarat Intruxis doing business
and we with the spirit adhere to the rules and regulations made by
the regulators.
Pursuant to SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and amendments thereto, thedetails
of compliance by the Company for the year ended on 31st March, 2019
are mentioned hereunder:2. BOARD OF DIRECTORS :
(i) Board Composition :The Board of Directors of your Company
consists of twelve directors as under:-• Chairman being
Non-Executive Director.• One Managing Director.• Four Non-Executive
Directors.• Six Independent Directors (being ½ of the Board of
Directors).• One women Director (Included in above six Independent
Directors)• No Director is related to any other director in the
Board of Directors.• None of the Directors has any business
relationship with the Company.• The non-executive directors
including independent directors on the board are experienced,
competent
in their respective field.• None of Directors has availed any
loans and advances from Company during the year.
(ii) Attendance at the Board meetings/last AGM, Directorship,
Membership and Chairmanship in other Board/Board Committees during
the year 2018-19 :
Name Executive/Non- No. of other Board #Membership #Chairman
AttendedExecutive/ Directorship meetings in the ship at the last
AGM
Independent held in public attended Committee Committee
18thcompanies in public in public September,
including this companies companies 2018company including this
including this
company company
Mr. R. D. Sabhaya Non-Executive/Chairman 2 6 3 - Yes
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16Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
Mr. D. D. Pambhar ManagingDirector 2 6 1 - Yes
Mr. A. J. Kalaria Non-Executive 2 6 1 1 Yes
Mr. D. M. Dudhagara Non-Executive 2 6 1 - Yes
Mr. M. S. Patoliya Non-Executive 2 6 1 - Yes
Mr. B. M. Dhorda Non-Executive 1 6 1 - Yes
Mr. G. K. Sorathiya Independent 1 4 - 1 No
Mr. G. R. Kamat Independent 1 3 1 - No
Mr. N. C. Pithadia Independent 1 3 2 - Yes
Mr. R. M. Bhimani Independent 2 3 1 2 No
Ms. R. L. Adhiya Independent 2 3 3 1 Yes
Mr. M. K. Sheth* Independent 1 - - - NA
Mr. N. P. Patel** Independent 1 2 1 2 Yes
In the opinion of the board, the independent directors fulfill
the conditions specified in these regulations andare independent of
the management.
As per Section 165 (1) of the Companies Act, 2013, none of the
directors can hold directorship in more than10 public companies and
as per Regulation 26 of SEBI (LODR) Regulations, 2015, a director
shall not be amember in more than 10 committees or act as Chairman
of more than 5 committees across all companiesin which he is
director. The Directors of the Company are in compliance with the
requirements.
*Mr. M.K. Sheth has resigned as Independent Director of the
Company due to his pre-occupancy w.e.f 08-05-2018.
**Mr. Niteshkumar P. Patel was appointed as Additional
Independent Director w.e.f. 08-05-2018 and he isregularized at the
26th AGM on 18th September, 2018.
#The Committee details are given after the reshuffling of
Committees made by the Company i.e. GujaratIntrux Limited and of
other Public Company.
(iii) Details of Board/General Meetings held, dates on which
held during the year and Directors’ attendance:
Date of Board Meetings No. of directors present8th May, 2018
112nd July, 2018 730th July, 2018 9
20th August, 2018 825th October, 2018 1029th January, 2019 9
- Six Board meetings were held during the year 2018-19 and gap
between two meetings did not exceed 120days.
- The last annual general meeting was held on 18th September,
2018 and total 9 (Nine) Directors were presentat the said Annual
General Meeting.
- Necessary information has been placed before the board for
their consideration
(iv) Non-Executive Directors' Compensation and disclosure:
Sitting fees for attending meeting of Board/Committee is paid as
per provision of Companies Act, 2013.Therewas no commission paid to
non-executive and independent directors during the financial year
2018-19.
Details of sitting fees paid to such Directors are given
separately in this section of Annual Report. Detailsrelating to
shares held by non-executive directors as on 31-03-2019 is
disclosed in point (IV) (E) of MGT-9Annexure 06.
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17Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
(v) Details of the Directors seeking Appointment/Re-appointment
in forthcoming Annual General Meeting:
Entire details are attached as Annexure 01 to this report.
(vi) Matrix setting out the skills/expertise/competence required
in the context of its business for it to functioneffectively and
those actually available with the Board:-
Sr. Areas of expertise Description Skills areas actuallyNo.
Required available with the Board
1. Strategy and planning Ability to think strategically;
identify andcritically assess strategic opportunities andthreats.
Develop effective strategies in the Yescontext of the strategic
objectives of theCompany, relevant policies and priorities.
2. Governance, Risk and Experience in the application of
CorporateCompliance Governance principles. Ability to identify
Yes
key risks to the Company in a wide range ofareas including legal
and regulatory compliance.
3. Financial Comprehensive understanding of financialaccounting,
reporting and controls and analysis. Yes
4. Sales, Marketing & Experience in developing strategies to
growBrand building sales and market share, build brand
awareness
and equity and enhance enterprise reputation. Yes
3. AUDIT COMMITTEE :
Your Company has an Audit committee at the Board level with the
powers and role that are in accordance withsection 177 of the
Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations,
2015. The Audit Committeeacts as a link between the management, the
Statutory and Internal Auditors and the Board of Directors.
Composition of the Audit committee has been
reshuffled/recomposed w.e.f. 29th January, 2019 at the
BoardMeeting.
(i) COMPOSITION & MEETINGS OF AUDIT COMMITTEE :
Directors Position Independent / Executive No. of No. of/
Non-Executive Meetings held Meetings attended
PRIOR TO THE RESHUFFLE
Mr. R. M. Bhimani Chairman Independent Director 4 4
Mr. A. J. Kalaria Member Non-Executive Director 4 4
Mr. N. C. Pithadia Member Independent Director 4 4
RECOMPOSED (w.e.f. 29-01-2019)
Mr. N. P. Patel Chairman Independent Director - -
Mr. A. J. Kalaria Member Non-Executive Director - -
Mr. R. M. Bhimani Member Independent Director - -
- During the year 4 Meetings were held and all the members have
attended the meetings.- All the members including recomposed
committee members are also having knowledge relating to finance.-
During the year four meetings were held on 1st May, 2018, 26th July
2018, 22nd October, 2018 and
24th January, 2019.- The Audit committee at its meeting held on
14th May, 2019 reviewed the Annual Accounts for the year
2018-19 and recommended the same for approval of the Board of
Directors.
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18Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
- Mr. Jay K. Rathod, Company Secretary, acts as the Secretary to
the Audit Committee.- Mr. Sanjay Vagadia, CFO of the Company has
also attended the meetings.
(ii) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:in accordance
with the provision of Section 177 of the Companies Act 2013 and
Regulation 18 of SEBI (LODR)Regulations, 2015 which are as
follows:-- The recommendation for appointment, remunalration and
terms of appointment, of the auditors of the
company.- Review and monitor the auditor's independence and
performance and effectiveness of the audit process.- Examination
and review of quarterly, half yearly and yearly financial statement
including Limited Review
/Report/Auditor's report thereon.- Approval of any subsequent
modification of transactions of the company with related parties.-
Scrutiny of Inter-Corporate loans and investments.- Valuation of
undertaking or assets of the Company, wherever it is necessary.-
Review of the adequacy of internal audit function and discuss with
Internal Auditors of any significant
findings and follow up thereon.- Evaluation of internal
financial controls and risk management systems.- Other matters as
may be prescribed from time to time to be dealt with or handled by
the Audit Committee
pursuant to provisions of the Companies Act, 2013 the Rules
thereunder, SEBI (LODR) Regulations, 2015and any other functions as
may be assigned to the committee by the Board from time to
time.
WHISTLE BLOWER POLICY (VIGIL MECHANISM):
The Audit Committee is continuously verifying the Whistle Blower
Policy (vigil mechanism) which provides a formalmechanism for all
employees of the Company to approach the Ethics Counsellor/Chairman
of the Audit Committee ofthe Company and make protective
disclosures about the unethical behaviour, actual or suspected
fraud or violationof the Company's Code of Conduct. The Whistle
Blower Policy is an extension of the existing Code of Conduct of
thecompany, which requires every employee to promptly report to the
Management any actual or possible violation ofthe Code or an event
he becomes aware of that could affect the business or reputation of
the Company. The disclosuresreported are addressed in the manner
and within the time frames prescribed in the Policy. Under the
Policy, eachemployee of the Company has an assured access to the
Ethics Counsellor/Chairman of the Audit Committee. WhistleBlower
Policy is available at the website of the Company
www.gujaratintrux.com
4. NOMINATION AND REMUNERATION COMMITTEE :
The Board has framed Nomination and Remuneration Committee in
accordance with the provisions of Section 178 ofthe Companies Act,
2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.
Composition of the Nomination & Remuneration Committee has
been reshuffled/recomposed w.e.f. 29th January, 2019at the Board
Meeting.
(i) COMPOSITION & MEETINGS OF NOMINATION AND REMUNERATION
COMMITTEE :
Directors Position Independent / Executive No. of No. of/
Non-Executive Meetings held Meetings attended
PRIOR TO THE RESHUFFLE
Mr. G. K. Sorathiya Chairman Independent Director 2 2
Mr. B. M. Dhorda Member Non-Executive Director 2 2
Mr. G. R. Kamat Member Independent Director 2 2
RECOMPOSED (w.e.f. 29-01-2019)
Mr. G. K. Sorathiya Chairman Independent Director - -
Mr. B. M. Dhorda Member Non-Executive Director - -
Ms. Rina L. Adhiya Member Independent Director - -
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19Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
- During the year two meetings were held on 19th April, 2018 and
9th August, 2018.
- Mr. Jay K. Rathod, Company Secretary, acts as the Secretary to
the Nomination & Remuneration Committee.
- Mr. Sanjay Vagadia, CFO of the Company has also attended the
meetings.(ii) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:
in accordance with the provision of Section 178 of the Companies
Act 2013 and Regulation 19 of SEBI(LODR)Regulations, 2015 which are
as follows:-- Identify persons who are qualified to become
directors and who may be appointed in senior management
in accordance with the criteria lay down, recommend to the Board
their appointment & removal andshall carry out evaluation of
every director's performance.
- Formulate the criteria for determining qualifications,
positive attributes and independence of directorand recommended to
the Board a policy relating to the remuneration for the directors,
Key Managerialpersonnel (KMP) and other employees.
- To decide or recommend to the Board remuneration of the
Managing Director/Director/KMP and SeniorManagement of the
Company.
- Formulation of criteria for evaluation and familiarization
programme of Independent Directors and theBoard.
- To approve, in the event of loss or inadequate profits in any
year, minimum remuneration payable tothe Whole-Time
Directors/Managing Directors within the limits and to the
parameters prescribed inSchedule V to Companies Act, 2013.
(iii) REMUNERATION POLICY :The Remuneration policy of the
Company is performance driven and is structured to motivate human
resource,recognize their merits and achievements, in order to
retain the talent in the company and stimulate excellencein their
performance.The Board of Directors/Nomination and Remuneration
Committee is authorized to decide the remunerationof the Managing
Director/Executive Director's, subject to the approval of the
Members. Remuneration comprisesof fixed Components viz. salary,
perquisites and allowances.Nomination and Remuneration committee
Evaluates the Performance of All directors/Independent
Directors.Remuneration Policy is available at the website:
http://www.gujaratintrux.com/investors.phpPerformance
evaluation:Pursuant to the provisions of the Companies Act, 2013
and the applicable provisions of the Listing Regulations,the Annual
Performance Evaluation was carried out for the financial year
2018-19 by the Board in respect ofits own performance, the
Directors individually as well as the evaluation of the working of
its Audit, Nominationand Remuneration, Stakeholders' Relationship
and Corporate Social Responsibility Committees. A
structuredquestionnaire covering various aspects of the Board's
functioning such as adequacy of the composition of theBoard and its
Committees, Board culture, execution and performance of specific
duties, obligations andgovernance was prepared.A separate exercise
was carried out to evaluate the performance of individual Directors
including the Chairmanof the Board who were evaluated on parameters
such as guidance/ support to management outside Board/Committee
meetings, sharing of key responsibilities, effectiveness of
meetings etc. The performance evaluationof the Independent
Directors was carried out by the entire Board. The Directors
expressed their satisfactionwith the evaluation process.Details of
the Director's remuneration and sitting fees paid in respect of the
financial year 2018-19 are givenbelow :(A) Managing Director's
Remuneration :
The terms of Remuneration to the Managing Director, Mr. Dhiraj
D. Pambhar has been changed for theremaining term i.e. beginning
from 01st November, 2018 to 31st October, 2020 with the approval of
theMembers of the Company at 26th Annual General Meeting conveyned
on 18th September, 2018 andincreased remuneration to Rs. 6,75,000
p.m.The details of remuneration paid to the Managing Director
during the year are as follows:
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20Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
Managing Director Salary & AllowancesMr. Dhiraj D. Pambhar
Rs. 33,75,000/-The Company has not paid remuneration except sitting
fees for board meeting to Non-Executive andIndependent
Director.
(B) Directors' Sitting Fees :The details of directors' sitting
fees are as under :
Name of Director Category Sitting FeesMr. R. D. Sabhaya
Non-Executive Director Rs. 28000/-Mr. A. J. Kalaria Non-Executive
Director Rs. 28000/-Mr. D. M. Dudhagara Non-Executive Director Rs.
28000/-Mr. M. S. Patoliya Non-Executive Director Rs. 28000/-Mr. B.
M. Dhorda Non-Executive Director Rs. 28000/-Mr. G. K. Sorathiya
Non-Executive Independent Director Rs. 24000/-Mr. G. R. Kamat
Non-Executive Independent Director Rs. 14000/-Mr. N. C. Pithadia
Non-Executive Independent Director Rs. 14000/-Mr. R. M. Bhimani
Non-Executive Independent Director Rs. 14000/-Ms. R. L. Adhiya
Non-Executive Independent Director Rs. 14000/-Mr. N. P. Patel
Non-Executive Independent Director Rs. 12000/-
5. STAKEHOLDER RELATIONSHIP COMMITTEE :Company has framed
Stakeholder Relationship Committee to strengthen the stakeholders'
trust in accordance withthe provisions of section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations,
2015.Composition of the Stakeholder Relationship Committee has been
reshuffled/recomposed w.e.f. 29th January,2019 at the Board
Meeting.(i) COMPOSITION & MEETINGS OF STAKEHOLDER RELATIONSHIP
COMMITTEE :
Directors Position Independent / Executive No. of No. of/
Non-Executive Meetings held Meetings attended
PRIOR TO THE RESHUFFLE
Mr. M. S. Patoliya Chairman Non-Executive Director 1 1
Mr. N. C. Pithadia Member Independent Director 1 1
Mr. R. M. Bhimani Member Independent Director 1 1
RECOMPOSED (w.e.f. 29-01-2019)
Ms. R. L. Adhiya Chairperson Independent Director 2 2
Mr. M. S. Patoliya Member Non-Executive Director 2 2
Mr. N. P. Patel Member Independent Director 2 2
- During the year three meetings were held on 21st June, 2018,
18th February, 2019 and 18th March 2019.- Mr. Jay K. Rathod,
Company Secretary, acts as the Secretary to the Stakeholder
Relationship Committee.- Mr. Sanjay Vagadia, CFO of the Company has
also attended the meetings.
(ii) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE :The brief
terms of reference of the Stakeholders Relationship Committee are
as under:- Resolving the grievances of the security holders of the
listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of
new/duplicatecertificates, general meetings etc.
- Review of measures taken for effective exercise of voting
rights by shareholders.- Review of adherence to the service
standards adopted by the listed entity in respect of various
services being
rendered by the Registrar & Share Transfer Agent.
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21Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
- Review of the various measures and initiatives taken by the
listed entity for reducing the quantum of unclaimeddividends and
ensuring timely receipt of dividend warrants/annual
reports/statutory notices by theshareholders of the company.
(iii) NAME AND DESIGNATION OF THE COMPLIANCE OFFICER :Mr. Jay K.
Rathod, (ICSI Membership no. ACS 37589)Company Secretary &
Compliance Officer of the [email protected];
[email protected] or queries relating to the shares
can be forwarded to the Company's Registrar and Transfer AgentsM/s
Link Intime India Private Limited' at [email protected]
status on the total number of complaints received during the year
2018-19 are as follow: Complaints Received Complaints pending as on
31.03.2019
2 NIL6. CORPORTE SOCIAL RESPONSIBILITY (CSR) COMMITTEE :
In accordance with the provisions of section 135 of the
Companies Act, 2013, your company has already constitutedCorporate
Social Responsibility (CSR) Committee to perform social duty and
spread welfare of the society at large.Our Company did not attract
the provisions of Sub-Section (1) of Section 135 of the Act and
Company is notrequired to spend any amount for Corporate Social
Responsibility as per Companies (Corporate Social
ResponsibilityPolicy) Rules, 2014 in the year 2018-19. However,
Company has continued the Corporate Social
ResponsibilityCommittee.In the year 2019-20 company will be having
obligation to spend CSR amount and it will be done within due
course,even Gujarat Intrux always does CSR Activity voluntarily as
when we find such areas.Composition of the Corporate Social
Responsibility Committee has been reshuffled/recomposed w.e.f. 29th
January,2019 at the Board Meeting.(i) COMPOSITION & MEETINGS OF
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :
Directors Position Independent / Executive No. of No. of/
Non-Executive Meetings held Meetings attended
PRIOR TO THE RESHUFFLE
Mr. G. K. Sorathiya Chairman Independent Director 2 2
Mr. R. M. Bhimani Member Independent Director 2 2
Mr. D. D. Pambhar Member Executive Director 2 2
Mr. D. M. Dudhagara Member Non-Executive Director 2 2
RECOMPOSED (w.e.f. 29-01-2019)
Mr. N. P. Patel Chairman Independent Director - -
Mr. N. C. Pithadia Member Independent Director - -
Mr. D. D. Pambhar Member Executive Director - -
Mr. D. M. Dudhagara Member Non-Executive Director - -
- During the year two meetings were held on 3rd May, 2018 and
10th December, 2018.
- Mr. Jay K. Rathod, Company Secretary, acts as the Secretary to
the Corporate Social Responsibility Committee.
- Mr. Sanjay Vagadia, CFO of the Company has also attended the
meetings.
(ii) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE :
The Committee is primarily responsible for formulating and
recommending to the Board of Directors a CorporateSocial
Responsibility (CSR) Policy and monitoring the same from time to
time, amount of expenditure to be incurredon the activities
pertaining to CSR and monitoring CSR activities.
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22Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
CSR Policy of the Company is placed on the website of the
Company at http://www.gujaratintrux.com/investors.php
7. RISK MANAGEMENT COMMITTEE :
Your company has voluntarily constituted Risk Management
Committee to remain focused to identify & mitigate
riskspertaining to the business of the company.
(i) COMPOSITION & MEETINGS OF RISK MANAGEMENT COMMITTEE
:
Directors Position Independent / Executive No. of No. of/
Non-Executive Meetings held Meetings attended
Mr. A. J. Kalaria Chairman Non-Executive Director 1 1
Mr. R. D. Sabhaya Member Non-Executive Director 1 1
Mr. G. R. Kamat Member Independent Director 1 1
Mr. N. C. Pithadia Member Independent Director 1 1- During the
year 1 Meeting was held on 12th June, 2018.
(ii) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE :The said
committee was formulated voluntarily and has performed all such
functions like identification of riskat various activities of
business and mitigation of it, also evaluated risk management
system of the company.
8. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS :As required by
SEBI (LODR) Regulations, 2015, one meeting of the Independent
Directors was held on 31st December,2018 without the presence of
Non-Independent Directors and members of the Management and all the
IndependentDirectors attended the meeting.
9. CODE OF BUSINESS CONDUCT AND ETHICS:The Company has in place,
a Code of Business Conducts and Ethics for its Board Members,
Senior Managementand Employees. The Board and the Senior Management
affirm compliance with the code annually.
10. GENERAL BODY MEETINGS:Details of last three Annual General
Meetings of the Company are given below:
Financial Year AGM/EGM Venue Date Time
2015-2016 Annual Survey No. 84/p, 17 k.m. Rajkot-Gondal Road,
23-09-2016 11:00 a.m.2016-2017 General Village : Shapar, Taluka:
Kotda Sangani, 25-09-2017 11:00 a.m.2017-2018 Meeting District :
Rajkot-360 024 Gujarat. 18-09-2018 11:00 a.m.
Pursuant to the provisions of section 110 of the Companies Act,
2013 there was no matter required to be dealtby the Company to be
passed through Special Resolution/ postal ballot in the previous
three annual Generalmeetings
11. DISCLOSURES :(i) The Board has received disclosure from key
managerial personnel relating to material, financial and
commercial
transactions where they and/or their relatives have personal
interest. There are no materially related partytransactions which
have potential conflict with the interest of the Company at
large.
(ii) The Company has complied with the requirements of the Stock
Exchanges, SEBI and other statutory authoritieson all matters
relating to capital markets. No penalties or strictures have been
imposed on the Company by thestock exchange, SEBI or other
statutory authorities relating to the above. The Company has
complied with allmandatory requirements of the Listing
Agreement.
(iii) Whistle Blower Policy :The Company has adopted a Whistle
Blower Policy (Vigil Mechanism) and has established the necessary
mechanismpursuant to Regulation 22 of SEBI (LODR) Regulations, 2015
for employees to report concerns about unethicalbehavior. No
personnel have been denied access to the Ethics Counsellor/Chairman
of the Audit Committee.
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23Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
(iv) Code of Conduct :The Company also has laid down the Code of
Conduct to maintain highest standard of ethics and values for
theDirectors, senior management and all the employees. The said
code in placed on the website of the company.
(v) Related Party Transactions :There were no materially
significant related party transactions during the financial year
2018-19. The Company haspolicy on materiality of Related Party
Transactions and dealing with Related Party Transactions under
Regulation23 of SEBI (LODR) Regulations, 2015. The said policy is
available at the website of the Company at
http://www.gujaratintrux.com/investors.php
(vi) Policy for determining Material Subsidiaries :The Company
has no Material Subsidiaries and hence has not framed policy for
determining material subsidiaries.
(vii) Policy for Prohibition of Insider Trading and Code of
Conduct for Fair Disclosures :The Company has also laid down Code
of conduct to be dealt with Insider Trading under SEBI (Prohibition
ofInsider Trading) Regulations, 2015. The said code is placed on
the website of the company.
(viii)Policy for determining Material Information :The Company
has policy on Determination of Materiality of events under
Regulation 30 of SEBI (LODR) Regulations,2015.
(ix) Policy for preservation of Documents and Archival Policy
:The Company has adopted policy on preservation of documents with
Archival Policy under Regulations 9 & 30 ofSEBI (LODR)
Regulations, 2015; said policy is also available at the website of
the company.
(x) Policy on Familiarization Programme for Independent
Directors :The policy on Familiarization Programme for Independent
Directors is available at the website of the Company
atwww.gujaratintrux.com.
(xi) Disclosure of Accounting Treatment :The Company follows
Indian Accounting Standards (Ind-As) as prescribed by MCA. The
Company has adopted Ind-As w.e.f. 1st April, 2017 as applicable.
There are no audit qualifications on the Company's financial
statements forthe year under review.
(xii) Certificate from Company Secretary in practiceThe Company
has received a certificate from M/s. K. P. Rachchh & Co.,
Practicing Company Secretaries, Rajkot thatnone of the Director on
the board of the company have been debarred or disqualified from
being appointed orcontinuing as Director of the Company by the
Board/Ministry of Corporate Affairs or any such statutory
authorityThe Certificate of Company Secretary in practice is
annexed with this report.
(xiii) During the financial year 2018-2019, the Board has
accepted all the recommendations of its Committees.(xiv) The
information on recruitment and remuneration of senior officers just
below the level of board of directors, is
given separately in the Annexure 03 Particulars of Employees and
during the year there has been no appointment/removal of Chief
Financial officer and the Company Secretary.
(xv) Total fees for all services paid by the Listed Entity to
the Statutory auditor is given below:Particulars Paid as on
31-03-2019
Audit and tax audit fees 99450Income tax and other matters
568000
Total 667450(xvi) Details of workplace sexual harassment
complaints reported during the year as per the Sexual Harassment
of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013: Sr. No. Particulars No. of Complaints
1 Number of complaints filed during the financial year 2018-19
02 Number of complaints disposed of during the financial year
2018-19 03 Number of complaints pending as on end of the financial
year 2018-19 0
(xvii) Company is in compliance with corporate governance
requirements specified in regulation 17 to 27 and clauses(b) to (i)
of sub-regulation (2) of regulation 46 of SEBI (LODR), 2015 and
amemdmentsh thereto.
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24Twenty Seventh Annual Report :- 2018-2019
GUJARAT INTRUX LIMITED
12. MEANS OF COMMUNICATIONS
(i) In compliance with the requirements of the Listing
Regulations, the Company is regularly intimate Un-audited /Audited
financial Results to the Stock Exchange/s immediately after they
are taken on record by the Board ofDirectors. These Financial
Results are normally published in 'Economic Times' in Gujarati and
in English which arealso being posted on the website :
www.gujaratintrux.com of the company.
(ii) During the year 2018-19 no presentation was made to
Institutional Investors or analyst or any other enterprise.
(iii) Management Discussion and Analysis form part of this
Annual Report.13. SHAREHOLDERS' INFORMATION :
Annual General Meeting Date : 17th September, 2019Day :
TuesdayTime : 11:00 a.m.Venue : At the registered office of the
company
Registered Office of the Company Survey No. 84/p, 17 k.m.
Rajkot-Gondal Road, Village: Shapar,Taluka: Kotda Sangani, District
: Rajkot-360024,Gujarat.
Financial Year 31st March, 2019Book Closure Dates From : 11th
September, 2019 Wednesday
To : 17th September, 2019 TuesdayListing Details (a) B