To
The Members of
Gujarat Inject Kerala Limited
Your Directors take pleasure in presenting their report on the business
and operations of your Company along with Audited Financial Statements for the year ended
on March 31, 2023.
Financial Performance (in Hundreds `)
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from Operations |
17376.62 |
2260.00 |
Other Income |
43254.10 |
4822.40 |
Total Income |
60630.72 |
7082.40 |
Operating Expenditure before Finance Cost,
Depreciation and Amortization |
55076.67 |
6785.36 |
Earnings before Finance Cost, Depreciation
and Amortization |
5554.05 |
297.04 |
Less: Finance Cost |
5.01 |
2.06 |
Depreciation and Amortization Expenses |
0.00 |
0.00 |
Profit/(Loss) before Tax |
5549.04 |
294.98 |
Less: Tax Expense |
1444.40 |
74.00 |
Profit/(Loss) after Tax (PAT) |
4104.64 |
220.98 |
Review of Performance
In the financial year 2022-23, the Company earned Rs. 17376.62 Lacs
from revenue from operations compared to Rs. 2260.00 Lacs to that of previous financial
year 2021-22. The Company has earned profit after tax of Rs. 4104.64 Lacs during the
financial year 2022-23 as compared to loss of Rs. 220.98 Lacs in the financial year
2021-22. The Board of Directors expects a growth in the Revenue from Operations and
ultimately an increase in the Net Profit over the upcoming Financial Years.
Dividend & Reserves
Your Directors regret to recommend any dividend for the year 2022-23
(previous year Nil).
During the year, the Company has not apportioned any amount to other
reserve. The profit earned during the year has been carried to the Balance Sheet.
Change in Nature of Business
During the year under review, there is no change in the Nature of
business activities carried out by the Company.
Changes to Share Capital
At present the Authorized Share Capital of the Company stands at
`7,00,00,000 divided into 7000000 Equity Shares of `10 each and the Paid-up Share Capital
stands at `4,88,48,000 divided into 4870600 Equity Shares of `10 each fully paid-up and
28400 Equity Shares of ` 10 each partly paid-up. There has been no change in the share
capital during the period ended 31st March, 2023.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
During the Financial Year 2022-23, the Board of the Company comprises
of four Directors out of which one is Whole Time Director, one is Non-Promoter
Non-Executive Director and rest of the Directors is Non-Promoter Non-Executive Independent
Directors. As on the date of this report, the Board comprises following Directors.
|
|
|
|
No. of Committee^ |
|
Name of Director |
Category Cum Designation |
Date of Appointment at
current term |
Total Directorship in
other Companies~ |
In which Director is
Member |
In which Director is
Chairman |
No. of Shares held as on
31st March, 2023 |
Mr. Murli Nair |
Whole Time Director |
June 15, 2019 |
1 |
1 |
- |
91,037 Equity Shares |
Ms. Reena Mahatma |
Non-Executive Director |
September 30, 2016 |
5 |
1 |
- |
1,05,375 Equity Shares |
Mr. Gautam Chauhan |
Independent Director |
October 1, 2020 |
2 |
2 |
- |
64,258 Equity Shares |
Mr. Narayansinh Chauhan |
Independent Director |
October 1, 2020 |
6 |
8 |
3 |
- |
~ Excluding Section 8 Company, struck off Company, Amalgamated Company
and LLPs.
^Committee includes Audit Committee and Stakeholders Relationship
Committee across all Public Companies.
None of the Directors of Board is a member of more than ten Committees
or Chairman of more than five committees across all the Public companies in which they are
Director. The necessary disclosures regarding Committee positions have been made by all
the Directors. Further, none of the Directors of the Company is disqualified for being
appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013. None of
the Director of the Company is serving as a Whole-Time Director in any Listed Company and
is holding position of Independent Director in more than 3 Listed Companies. None of the
Director of the Company is holding position as Independent Director in more than 7 Listed
Companies. Further, none of the Directors of the Company is disqualified for being
appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter,
inter-alia, to review the quarterly results of the Company. Additional Board meetings are
convened to discuss and decide on various business policies, strategies and other
businesses. During the year under review, Board of Directors of the Company met 10 (Ten)
times viz; May 28, 2022; July 29, 2022; August 13, 2022; August 23, 2022; September 14,
2022; October 31, 2022; November 10, 2022; February 10, 2023; March 15, 2023 and March 31,
2023. The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below;
Name of Director |
Mr. Murli Nair |
Ms. Reena Mahatma |
Mr. Gautam Chauhan |
Mr. Narayansinh Chauhan |
Number of Board Meeting held |
10 |
10 |
10 |
10 |
Number of Board Meetings Eligible to
attend |
10 |
10 |
10 |
10 |
Number of Board Meeting attended |
10 |
10 |
10 |
10 |
Presence at the previous AGM |
Yes |
Yes |
Yes |
Yes |
Changes in Directors
During the Financial year 2022-2023, there was no change in the
Directorship of the Company.
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act 2013, Mr. Murli Shivshankaran Nair (DIN 02243039),
Whole-Time Director of the Company, retires by rotation at the ensuing Annual General
Meeting. He, being eligible, offers himself for re-appointment as such. The Board of
Directors recommends his appointment on the Board.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there
under, as on date of this report, the Company has two Non-Promoter Independent Directors
in line with the Companies Act, 2013. A separate meeting of Independent Directors was held
on February 10, 2023 to review the performance of Non-Independent Directors and Board as
whole and of the chairman and assess the quality, quantity and timeliness of flow of
information between Company Management and Board. The terms and conditions of appointment
of Independent Directors and Code for Independent Director are incorporated on the website
of the Company at www.gujaratinject.in. The Company has received necessary declaration
from each independent director under Section 149 (7) of the Companies Act, 2013 that they
meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.
Details of Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company
has Mr. Murli Nair who is acting as Whole Time Director and Chief Financial Officer of the
Company and Mr. Monil Shah as Company Secretary and Compliance Officer. During the
Financial Year 2022-23, Mr. Monil Shah has resigned as the Company Secretary and
Compliance Officer of the company w.e.f. March 15, 2023.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act. o The performance of the board was evaluated by the board, after seeking inputs from
all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. o The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. o The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the performance of chairman was
also evaluated on the key aspects of his role. Separate meeting of independent directors
was held to evaluate the performance of non-independent directors, performance of the
board as a whole and performance of the chairman, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors, at which the performance
of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that: a) In preparation of
annual accounts for the year ended March 31, 2023, the applicable accounting standards
have been followed and that no material departures have been made from the same; 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
or loss of the Company for that year; c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) The Directors had prepared the annual
accounts for the year ended March 31, 2023 on going concern basis. e) The Directors had
laid down the 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.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the
requirements of the relevant provisions of applicable laws and statutes, details of which
are given hereunder.
1. Audit Committee
Audit Committee meeting is generally held once in quarter for the
purpose of recommending the quarterly/half yearly/yearly financial results and the gap
between two meetings did not exceed one hundred and twenty days. The Audit Committee met
Six (6) times during the financial year 2022-23 viz; May 28, 2022; July 29, 2022; August
13, 2022; ; November 10, 2022; February 10, 2023 and March 31, 2023. The composition of
the Committee and the details of meetings attended by its members are given below:
Name of Director |
Designation |
Committee meeting attended in the F.Y.
2022-23 |
Mr. Narayansinh Chauhan |
Chairman |
6 |
Mr. Murli Nair |
Member |
6 |
Mr. Gautam Chauhan |
Member |
6 |
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of company's
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company at
www.gujaratinject.in.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line
with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the person who is qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal. During the year under review, the Nomination and Remuneration
Committee met Two (2) times viz; October 10, 022 and February 10, 2023, to recommend the
appointment of Director and KMPs and to review the performance of Directors of the
Company. The composition of the Committee and the details of meetings attended by its
members are given below:
Name of Director |
Designation |
Committee meeting attended in the F.Y.
2022-23 |
Mr. Narayansinh Chauhan |
Chairman |
2 |
Ms. Reena Mahatma |
Member |
2 |
Mr. Gautam Chauhan |
Member |
2 |
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in
competitive market and to harmonize the aspirations of human resources consistent with the
goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a
policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior
Management. Key points of the Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and
Senior Management Personnel
The policy is formulated to identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP and
Senior Management personnel and recommend to the Board for his / her appointment. A person
should possess adequate qualification, expertise and experience for the position he/ she
is considered for appointment. In case of appointment of Independent Director, the
Committee shall satisfy itself with regard to the independent nature of the Director
vis-?-vis the Company so as to enable the Board to discharge its function and duties
effectively.
B. Policy on remuneration of Director, key managerial personnel and
senior management personnel
The Company remuneration policy is driven by the success and
performance of the Director, KMP and Senior Management Personnel vis-?-vis the Company.
The Company philosophy is to align them and provide adequate compensation with the
Objective of the Company so that the compensation is used as a strategic tool that helps
us to attract, retain and motivate highly talented individuals who are committed to the
core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board
of Directors, is placed on the website of the Company at www.gujaratinject.in.
3. Stakeholders' Grievances and Relationship Committee
The Company has constituted Stake holder's Grievance & Relationship
Committee mainly to focus on the redressal of Shareholders' / Investors'
Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under
review, Stakeholders Relationship Committee met Two (2) times during the financial year
2022-23 on October 10, 022 and February 10, 2023,.The composition of the Committee and the
details of meetings attended by its members are given below:
Name of Director |
Designation |
Committee meeting attended in the F.Y.
2022-23 |
Mr. Narayansinh Chauhan |
Chairman |
2 |
Ms. Reena Mahatma |
Member |
2 |
Mr. Gautam Chauhan |
Member |
2 |
Public Deposits
The Company has not accepted any deposits from Shareholders and Public
falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there
under. There were no deposits, which were claimed and remained unpaid by the Company as on
31st March, 2022.
Risk Management
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any
nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment at the all workplaces of the
company. Our policy assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of Sexual Harassment and we are
complaint with the law of the land where we operate. During the year under review, there
were no incidences of sexual harassment reported.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your
management for your company for current year and for the industry in which it operates
including its position and perceived trends in near future. The Management Discussion and
Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors
Report.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement.
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act 2013, the Annual Return as on 31st
March 2023 is available on the Company's website at
www.gujaratinject.in
Contracts and Arrangements with Related Parties
All the related party transactions are entered on arm's length
basis, in the ordinary course of business and are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc.
which may have potential conflict with the interest of the Company at large or which
warrants the approval of the shareholders. Accordingly, no transactions are being reported
in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of transactions with Related Parties are
provided in the Company's financial statements in accordance with the Accounting
Standards.
All Related Party Transactions are presented to the Audit Committee and
the Board. Omnibus approval is obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.
The policy on Related Party Transactions as approved by the Board is
available on website of the company.
Material changes and commitment affecting financial position of the
Company
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial year of the
Company and the date of this report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo A. CONSERVATION OF ENERGY i.) The steps taken or impact on
conservation of energy: None ii.) The steps taken by the Company for utilizing alternate
sources of energy: None iii.) The capital investment on energy conservation equipment:
None
B. TECHNOLOGY ABSORPTION i.) The effort made towards technology
absorption: None ii.) The benefit derived like product improvement, cost reduction,
product development or import substitution: None iii.) In case of imported technology
(imported during the last three years reckoned from the beginning of the financial year) -
a. The details of technology imported: None b. The year of import: None c.
Whether the technology has been fully absorbed: None d. If not fully absorbed,
areas where absorption has not taken place, and the reasons thereof: None iv.) The
expenditure incurred on Research and Development: None
C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE: i.) Details of
Foreign Exchange Earnings: Nil ii.) Details of Foreign Exchange Expenditure: Nil
Disclosure of Remuneration
The Company has not paid any remuneration to Directors of the Company
and accordingly disclosures for remuneration is not provided.
Internal financial control
Your Company has laid down the set of standards, processes and
structure which enables to implement internal financial control across the Organization
and ensure that the same are adequate and operating effectively
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with rules made thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm
Registration No. 118330W), were appointed as Statutory Auditors of the Company to hold
office from the Conclusion of the 30th Annual General Meeting (AGM) till
conclusion of the 35th Annual General Meeting (AGM) of the company. The
Auditors' Report on the accounts of the Company for the financial year ended on March
31, 2022 is self-explanatory and do not call for further explanations or comments that may
be treated as adequate compliance of Section 134 of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. anand lavingia, practicing company secretary, Ahmedabad, to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report is annexed herewith as
Annexure - A.
The above reports contain remark regarding (1) Company Secretary as
required under Section 203 of the Companies Act, 2013 has resigned w.e.f. March 15, 2023;
(2) Independent Directors of the Company have not registered themselves in the Independent
Directors' Data Bank as required under Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014; (3) The Company had not
appointed qualified Company Secretary as Compliance Officer as required under Regulation 6
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 since March 15, 2023; (4) The Company has not intimated to
shareholders whose folio do not contain minimum details which are required in case of
physical holding as provided in SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655
dated November 3, 2021; (5) Proof of Newspaper Advertisement is not available with the
Company; (6) Ben-pose was blocked for the December quarter due to that some of the
quarterly compliances were lately filled to the stock exchange.(7) Status of Statutory
Auditor of the company has not peer reviewed their firm.
Your directors submit that the Company takes following measures to
timely comply with the entire requirements:
Company is in process to find and appoint suitable candidate as company
secretary of the company. Company has paid all the pending dues of the depositories and
got released all the benposes. Company has asked auditor to make their firm peer reviewed.
We have made advertisements for asking physical shareholders to update their details as
per new regulations. Company is in process to appoint suitable candidate for company
secretary in due course.
Corporate Governance
Your Company strives to incorporate the appropriate standards for
corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatory
comply with the provisions of certain regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a
separate report on Corporate Governance, although few of the information are provided in
this report of Directors under relevant heading.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
General Disclosure
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year. Your Directors
further state that no disclosure or reporting is required in respect of the following
items as there were no transactions occur on these items during the year under review; (i)
Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity
Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares
(including sweat equity shares) to employees of the Company under any scheme save and
ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v)
There is no revision in the Board Report or Financial Statement; (vi) No significant or
material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and company's operations in future; (vii) Information on
subsidiary, associate and joint venture companies.
Acknowledgment
Your company & Directors wish to place on record their appreciation
of the assistance and co-operation extended by Investors, Bankers, Business Associates,
and Government. We are deeply grateful to shareholders for their continued faith,
confidence and support to the company.
Registered office: |
|
By order of the Board of Directors |
Building No. XVII/1103 at Sarayu Arcade |
|
For, GUJARAT INJECT KERALA LIMITED |
Satrapadi, Kanjikode, Palakkad Kerala -
678621 |
|
CIN: L18100KL1991PLC005926 |
India |
|
|
|
Reena Mahatma |
Murli Nair |
Place: Baroda |
Non-Executive Director |
Whole Time Director |
Date: September 07, 2023 |
DIN: 02846012 |
DIN: 02243039 |
SECRETARIAL AUDIT REPORT Form No. MR-3
For the financial year ended March 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and
Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To,
The Members of
Gujarat Inject Kerala Limited
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Gujarat Inject
Kerala Limited (hereinafter called the Company'). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, read with
Annexure - I forming part of this report, the Company has, during the audit period
covering the financial year ended on March 31, 2023, generally complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter. I have examined the books, papers, minute books, forms and returns filed
and other records maintained by the Company for the financial year ended on March 31, 2022
according to the provisions of: i. The Companies Act, 2013 ("the Act") and the
rules made there under as applicable; ii. The Securities Contracts (Regulation) Act, 1956
("SCRA") and the rules made there under; iii. The Depositories Act, 1996 and the
Regulations and Bye-laws framed there under; iv. The following Regulations and Guidelines
prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI
Act"):- (a) The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board
of India (Depositories and Participants) Regulations, 2018; (d) The Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Listing Agreement entered with BSE Limited (BSE); v. The Revised Secretarial
Standards issued by the Institute of Company Secretaries of India.
During the period under review the Company has complied with the
provisions of the Act, Rules made there under, Regulations, guidelines etc. mentioned
above except followings;
1. Company Secretary as required under Section 203 of the
Companies Act, 2013 has resigned w.e.f. March 15, 2023;
2. Independent Directors of the Company have not registered
themselves in the Independent Directors' Data Bank as required under Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014;
3. The Company had not appointed qualified Company Secretary as
Compliance Officer as required under Regulation 6 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 since March 15,
2023;
4. The Company has not intimated to shareholders whose folio do
not contain minimum details which are required in case of physical holding as provided in
SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021;
5. Proof of Newspaper Advertisement is not available with the
Company;
6. Ben-pose was blocked for the December quarter due to that
some of the quarterly compliances were lately filled to the stock exchange.
7. Status of Statutory Auditor of the company has not peer
reviewed their firm.
Additionally, I have relied on the representations made by the Company
for systems and mechanisms formed by the Company for compliances under sector specific
laws and regulations applicable to the Company other than those specifically provided
above. During the Period under review, provisions of the following Acts, Rules,
Regulations, and Standards are not applicable to the Company, i. The Securities and
Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the
Companies Act and dealing with client; - the Company is not registered
as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed
Bigshare Services Private Limited as Registrar & Share Transfer Agent as per the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; ii. The Securities
and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (erstwhile
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009)
and circulars/ guidelines/Amendments issued there under; iii. The Securities and Exchange
Board of India (Issue and Listing of Debt Securities) Regulations, 2008; iv. The
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (erstwhile
Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014) and circulars/ guidelines/Amendments issued there under; v. The
Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and vi.
The Foreign Exchange Management Act, 1999 and the rules and regulations made there under
to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial
Borrowings.
I further report that
The Board of Directors of the Company is duly constituted with
Executive Directors, Non-Executive Director, Independent Directors and Woman Director in
accordance with the act except non-registration of Independent Directors of the Company
in the
Independent Directors' Data Bank due to which the status of
Independent Directors may not be considered as such. There is no change in the
composition that took place during the period under review. Adequate notice is given to
all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Majority decision is carried through while the dissenting members'
views are captured and recorded as part of the minutes.
I further report that
There are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
|
Anand Lavingia |
|
Practicing Company Secretary |
Date: September 07, 2023 |
ACS No.:26458 COP No.:11410 |
Place: Ahmedabad |
Peer Review Certificate Number:
1589/2021 |
|
UDIN: A026458E000967497 |
Note: This Report is to be read with my
letter of even date which is annexed as Annexure - I and forms an integral part of this
report. |
To,
The Members
Gujarat Inject Kerala Limited
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of
secretarial records. The verification was done on test basis, on the records and documents
provided by the Management of the Company, to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices followed by me provide a
reasonable basis for my opinion.
3. In respect of laws, rules and regulations other than those
specifically mentioned in my report above, I have limited my review, analysis and
reporting up to process and system adopted by the Company for compliance with the same and
have not verified detailed compliance, submissions, reporting under such laws etc. nor
verified correctness and appropriateness thereof including financial records and books of
accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, Rules, Regulations, standards and its proper and adequate presentation and
submission in prescribed formats is the responsibility of management. My examination was
limited to the verification of procedures on test basis and not its one to one contents.
6. The Secretarial Audit report is neither an assurance as to
compliance in totality or the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
|
Anand Lavingia |
|
Practicing Company Secretary |
Date: September 07, 2023 |
ACS No.:26458 COP No.:11410 |
Place: Ahmedabad |
Peer Review Certificate Number: 1589/2021 |
|
UDIN: A026458E000967497 |