gujarat intrux limited - bombay stock exchangegujarat intrux limited notice notice is hereby given...

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Phone +91 - 2827 - 252851 152/53 Fax +91 - 2827 - 252854 e-ma~ info@intricastindiacom. [email protected] Website: 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 Company https://www.gujaratintrux.com/investors.php Annual Report is being dispatched/sent to the members, whose names appeared on the register 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 herewith 27th Annual Report 2018-19 of the Company along with the Notice of the AGM for the Financial Year 2018-19. Dear Sir/Madam, SUB.: 27THANNUAL REPORT2018-19 OFTHE COMPANY. REF.: Regulation 34 of SEBI (LODR) Regulations, 2015 To, BSELTD. Department of Corporate Services 1st Floor, P. J. Tower, Dalal Street, Mumbai-400001. is" AUG., 2019 GIL/SEC/AUG/004/2019-20 GUJARAT INTRUX LIMITED STEEL AND ALLOY STEEL CASTING MANUFACTURERS

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  • 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

  • 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

  • 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

  • 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

  • 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

  • 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.

  • 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

  • 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

  • 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)

  • 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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    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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    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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    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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    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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    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

  • 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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    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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    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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    - 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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    - 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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    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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    - 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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    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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    (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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    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