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(ClN : 145208GJ 1983P1C006056)

To,
BSE Ltd.
Floor 25,P.f. Towers
Dalal Street,
Mumbai - 400 00L.

SUB.: Notice of the 37tn Annual General Meeting and Annual Report of the Company for the
financial year 2O2O-2L

Scrip Code: 5L3337

Dear Sir,

We would like to inform you that the 37tt'Annual General Meeting ("AGM") of the Company will be
held on Thursday, 30ti' September,2021 at 03:30 p.m.through Video Conferencing ["VC"J / Other
Audio Visual Means ("OAVM") in accordance with the applicable circulars issued by the Ministry of
Corporate Affairs and the Securities and Exchange Board of India.

Pursuant to Regulation 34(L) of Securities and Exchange Board of India flisting Obligations ancl
Disclosure RequirementsJ Regulations, 2015, we are submitting herewith the Annual Report of the
Company along with the Notice of Annual General Meeting ["AGM"J for the financial year Z1Zy-ZL
which is being sent through electronic mode to the Members..

Kindly take the above information on your record.

Thanking You,

Yours faithfully,
For, GUIARAT TOOLROOM TIMITED

VISHAL M. SHAH
MANAGING DIRECTOR
(DIN: 03279724)

DATE: 09 /o9 /zoZL

PLACE : AHEM.DABAD.
 37TH ANNUAL REPORT
GUJARAT TOOLROOM LIMITED
FINANCIAL YEAR 2020-2021
 : KEY MANAGERIAL PERSONNEL & BOARD OF DIRECTORS:

Key Managerial Personnel Mr. Vishal Shah : Managing Director

& Board of Directors Mr. Manish Shah : Non-Executive Director
Mr. Kunjan Vora : Independent Director
Mr. Prakash Rahevar : Independent Director
Ms. Neha Jain : Chief Financial Officer
Ms. Avani Sejpal : Company Secretary
Audit Committee Mr. Vishal Shah : Chairman
Mr. Manish Shah : Member
Mr. Kunjan Vora : Member
Nomination and Mr. Manish Shah : Chairman
Remuneration Committee Mr. Kunjan Vora : Member
Mr. Prakash Rahevar : Member
Stakeholders’ Mr. Vishal Shah : Chairman
Relationship Committee Mr. Manish Shah : Member
Mr. Kunjan Vora : Member
Statutory Auditor M/s. Dharmesh Parikh & Co LLP
Chartered Accountants, Ahmedabad
Secretarial Auditor Mr. Jitendra Parmar,
Practicing Company Secretary, Ahmedabad
Share Transfer Agent Bigshare Services Private Limited,
A-802, Samudra Complex, Near Klassic Gold Hotel,
Off C.G Road, Navrangpura, Ahmedabad – 380 009
Registered Office 402, Sheel Complex, Nr. Mithakhali Under Bridge,
Navrangpura, Ahmedabad – 380 009
 INDEX

Contents Pages
Notice 01 -13

Directors’ Report 09 -25

Management Discussion and Analysis Report 26-27

Secretarial Audit Report 28-31

Auditors Report 32-40

Balance Sheet 41

Profit & Loss Account 42

Cash Flow Statement 43

Notes to Accounts 44-52

 NOTICE
NOTICE OF THE 37TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 37th Annual General Meeting of the Shareholders of Gujarat
Toolroom Limited will be held on Thursday, 30th September, 2021 at 3:30 P.M. through Video
Conferencing (VC) / Other Audio Video Means (OAVM) to transact the following businesses to
transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt the audited financial statement of the Company for the Financial
Year ended on 31st March, 2021 and statement of Profit and Loss account together with
the notes forming part thereof and Cash Flow Statement for the Financial Year ended on
that date, and the reports of the Board of Directors (“The Board”) and Auditor thereon.

2. To appoint a director in place of Mr. Vishal Shah (DIN: 03279724), who retires by
rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Re-appointment of Mr. Kunjan Vora as an Independent Director of the Company

To consider and, if thought fit, to pass with or without modification(s) the following
Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the
Act (including any statutory modification(s) or re-enactment(s) thereof, for the time
being in force) and the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended from time to time, and pursuant to the recommendation of the
Nomination & Remuneration Committee and as approved by Board of Directors, Mr.
Kunjan Vora (DIN: 03612667), whose term is expired and who has submitted a
declaration that he meets the criteria for independence, be and is hereby re-appointed
as an Independent Director of the Company, not liable to retire by rotation, for a second
term of five consecutive years with effect from 14th August, 2021 upto 13th August, 2026.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its
committee thereof) and / or Company Secretary of the Company, be and are hereby
authorized to do all such acts, deeds, matters and things as may be considered
necessary, desirable or expedient to give effect to this resolution.”

Registered Office By order of Board of Directors

402, Sheel Complex, Nr. Mithakhali Under Bridge, GUJARAT TOOLROOM LIMITED
Navrangpura, Ahmedabad – 380 009.
Sd/-
Place: Ahmedabad Vishal Mukesh Kumar Shah
Dated: 14/08/2021 Chairman &
Managing Director
DIN: 03279724

Page 1
 NOTES:
1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a
norm to be followed, the Government of India, Ministry of Corporate Affairs allowed
conducting Annual General Meeting through Video Conferencing (VC) or Other
Audio-Visual Means (OAVM) and dispended the personal presence of the members
at the meeting. Accordingly, the Ministry of Corporate Affairs issued Circular No.
14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular
No. 20/2020 dated May 05, 2020 prescribing the procedures and manner of
conducting the Annual General Meeting through VC/OAVM. In terms of the said
circulars, the 37th Annual General Meeting (AGM) of the members will be held
through VC/OAVM. Hence, members can attend and participate in the AGM through
VC/OAVM only. The detailed procedure for participation in the meeting through
VC/OAVM is as per note no. 19 and available at the Company’s website
www.gujarattoolroom.com.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule
20 of theCompanies (Management and Administration) Rules, 2014 (as amended)
and Regulation 44 of SEBI(Listing Obligations & Disclosure Requirements) Regulations
2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs
dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing
facility of remote e-voting to its Members in respect of the business to betransacted
at the EGM/AGM. For this purpose, the Company has entered into an agreement
withCentral Depository Services (India) Limited (CDSL) for facilitating voting through
electronic means,as the authorized e-Voting’s agency. The facility of casting votes by
a member using remote e-votingas well as venue voting system on the date of the
EGM/AGM will be provided by CDSL.
3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and
after the scheduled time of the commencement of the Meeting by following the
procedure mentioned in the Notice. The facility of participation at the EGM/AGM
through VC/OAVM will be made available to atleast 1000 members on first come first
served basis. This will not include large Shareholders(Shareholders holding 2% or
more shareholding), Promoters, Institutional Investors, Directors, KeyManagerial
Personnel, the Chairpersons of the Audit Committee, Nomination and
RemunerationCommittee and Stakeholders Relationship Committee, Auditors etc.
who are allowed to attend the EGM/AGM without restriction on account of first come
first served basis.
4. The attendance of the Members attending the AGM through VC/OAVM will be
counted for the purpose of reckoning the quorum under Section 103 of the
Companies Act, 2013.
5. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of
Corporate Affairs, the facility to appoint proxy to attend and cast vote for the
members is not available for this AGM. However, the Body Corporates are entitled to
appoint authorized representatives to attend the AGM through VC/OAVM and
participate thereat and cast their votes through e-voting.
Page 2
6. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of
Corporate Affairs, the facility to appoint proxy to attend and cast vote for the
members is not available for this AGM. However, the Body Corporates are entitled to
appoint authorized representatives to attend the AGM through VC/OAVM and
participate thereat and cast their votes through e-voting.
7. In line with the aforesaid Ministry of Corporate Affairs (MCA) Circulars and SEBI
Circular dated May 12, 2020, the Notice of AGM along with Annual Report 2020-21 is
being sent only through electronic mode to those Members whose email addresses
are registered with the Company/Depositories. Member may note that Notice and
Annual Report 2020-21 has been uploaded on the website of the Company at
www.gujarattoolroom.com. The Notice can also be accessed from the websites of
the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is
also available on the websiteof CDSL (agency for providing the Remote e-Voting
facility) i.e. www.evotingindia.com.
8. The AGM/EGM has been convened through VC/OAVM in compliance with applicable
provisions ofthe Companies Act, 2013 read with MCA Circular No. 14/2020 dated
April 8, 2020 and MCA CircularNo. 17/2020 dated April 13, 2020 and MCA Circular
No. 20/2020 dated May 05, 2020.
9. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020
and after due examination, it has been decided to allow companies whose AGMs
were due to be held in the year 2020, or become due in the year 2021, to conduct
their AGMs on or before 31.12.2021, in accordance with the requirements provided
in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no.
02/2021 dated January, 13, 2021.
10. The helpline number regarding any query / assistance for participation in the AGM
through VC/ OAVM is 1800225533

11. The attendance of the Members attending the AGM through VC/OAVM will be
counted for the purpose of reckoning the quorum under Section 103 of the
Companies Act, 2013.
12. Information regarding appointment/re-appointment of Directors and Explanatory
Statement pursuant to Section 102 of the Companies Act, 2013 with respect to the
special business and/ or Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 set out in the Notice is annexed hereto.
13. The Register of members and share transfer books of the Company will remain
closed from Friday, 24th September, 2021 to Thursday, 30th September, 2021 (both
days inclusive) for the purpose of Annual General Meeting.
14. Members seeking any information with regard to accounts are requested to write to
the Company at least 7 days before the meeting, so as to enable the management to
keep the information ready.
15. Members holding the shares in physical mode are requested to notify immediately
the change of their address and bank particulars to the R & T Agent of the Company.
In case shares held in dematerialized form, the information regarding change of
address and bank particulars should be given to their respective Depository
Participant.

Page 3
16. In terms of Section 72 of the Companies Act, 2013, nomination facility is available to
individual members holding shares in the physical form. The Members who are
desirous of availing this facility, may kindly write to Company’s R & T Agent for
nomination form by quoting their folio number.
17. The Register of Directors’ and Key Managerial Personnel and their shareholding
maintained under Section 170 of the Companies Act, 2013, the Register of contracts
or arrangements in which the Directors are interested under Section 189 of the
Companies Act, 2013 and all other documents referred to in the Notice will be
available for inspection in electronic mode.
18. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this
Notice.
(a) For Physical shareholders- please provide necessary details like Folio No., Name
of shareholder,scanned copy of the share certificate (front and back), PAN (self
attested scanned copy of PANcard), AADHAR (self attested scanned copy of Aadhar
Card) by email to info@gujarattoolroom.com
(b) For Demat shareholders -, please provide Demat account details (CDSL-16 digit
beneficiary IDor NSDL-16 digit DPID + CLID), Name, client master or copy of
Consolidated Account statement,PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of AadharCard) to
gurjarvrain@rediffmail.com.
19. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING
DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
i. The voting period begins on Monday, 27th September, 2021 at 9.00 a.m. to
Wednesday, 29th September, 2021 at 5.00 p.m. During this period shareholders’
of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date Thursday, 23rd September, 2021 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for
votingthereafter.
ii. Shareholders who have already voted prior to the meeting date would not be
entitled to voteat the meeting.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated
09.12.2020, under Regulation 44 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,2015, listed
entities are required to provide remote e-voting facilityto its shareholders, in
respect of all shareholders’ resolutions. However, it has been observed that the
participation by the public non-institutional shareholders / retail shareholders is
at anegligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting
facility to listed entities in India. This necessitates registration on various ESPs
and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public
consultation, it has been decided to enable e-voting to all the demat account
holders, by way of a single login credential, through their demat accounts/

Page 4
 websites of Depositories/ Depository Participants. Demat account holders would
be able to cast their vote without having to register again with the ESPs, thereby,
not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.
iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December
9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their
demat account maintained with Depositoriesand Depository Participants.
Shareholders are advised to update their mobile number and email I’d in their
demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining
virtual meetings forIndividual shareholders holding securities in Demat mode is
given below:
TYPE OF LOGIN METHOD
SHAREHOLDERS
Individual 1) Users of who have opted for CDSL’s Easi / Easiestfacility,
Shareholders can login through their existing user idand password. Option
holding will be made available toreach e-Voting page without any
securities in furtherauthentication. The URLs for users to login
Demat mode toEasi/Easiest are
with CDSL https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com andclick on Login icon and select New
System Myeasi.
2) After successful login the Easi/Easiest user will be able to
see the e-Voting Menu. On clickingthe e-voting menu, the
user will be able to seehis/her holdings along with links of
therespective e-Voting service provider i.e. CDSL/
NSDL/KARVY/LINK INTIME as per informationprovided by
Issuer/ Company. Additionally, weare providing links to e-
Voting Service Providers,so that the user can visit the e-Voting
serviceproviders’ site directly.
3) If the user is not registered for Easi/Easiest,option to
register is available at
https://web.cdslindia.com/myeasi./Registration/EasiRegistrati
on.
4) Alternatively, the user can directly accesse-Voting page by
providing Demat AccountNumber and PAN No. from a link
inwww.cdslindia.com home page. The system will
authenticate the user by sending OTP onregistered Mobile &
Email as recorded in theDemat Account. After successful
authentication,user will be provided links for the respective
ESPwhere the e-Voting is in progress during or beforethe

Page 5
 AGM.
Individual 1) If you are already registered for NSDL IDeAS facility, please
Shareholders visit the e-Services website ofNSDL. Open web browser by
holding typing the followingURL: https://eservices.nsdl.com either on
securities in aPersonal Computer or on a mobile. Once thehome page of e-
demat mode Services is launched, click on the“Beneficial Owner” icon
with NSDL under “Login” which is available under ‘IDeAS’ section. A new
screenwill open. You will have to enter your User ID and
Password. After successful authentication, youwill be able to
see e-Voting services. Click on“Access to e-Voting” under e-
Voting services andyou will be able to see e-Voting page. Click
oncompany name or e-Voting service provider nameand you
will be re-directed to e-Voting serviceprovider website for
casting your vote during the
remote e-Voting period or joining virtual meeting& voting
during the meeting.
2) If the user is not registered for IDeAS e-Services,option to
register is available at https://eservices.nsdl.com. Select
“Register Online forIDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/ Ideas Direct Reg.
jsp.
3) Visit the e-Voting website of NSDL. Open webbrowser by
typing the following URL: https://www.evoting.nsdl.com/
either on a PersonalComputer or on a mobile. Once the home
pageof e-Voting system is launched, click on the icon“Login”
which is available under ‘Shareholder/Member’ section. A
new screen will open. Youwill have to enter your User ID (i.e.
your sixteen
Digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shownon the screen. After
successful authentication,you will be redirected to NSDL
Depository sitewherein you can see e-Voting page. Click
oncompany name or e-Voting service provider nameand you
will be redirected to e-Voting serviceprovider website for
casting your vote during the
remote e-Voting period or joining virtual meeting& voting
during the meeting.
Individual You can also login using the login credentials of yourdemat
Shareholders account through your Depository Participantregistered with
(holdingsecuritie NSDL/CDSL for e-Voting facility. Aftersuccessful login, you will
s in demat be able to see e-Votingoption. Once you click on e-Voting
mode) option, you willbe redirected to NSDL/CDSL Depository site
loginthrough aftersuccessful authentication, wherein you can see e-Voting

Page 6
 their Depository feature. Click on company name or e-Votingservice provider
Participants name and you will be redirected toe-Voting service provider’s
website for casting yourvote during the remote e-Voting
period or joiningvirtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are
advised to use Forget User ID and Forget Password option available at above
mentioned website. Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login through Depository i.e. CDSL
and NSDL.

Login type Helpdesk details

Individual Shareholders Members facing any technical issue in login
holding securities in Demat cancontact CDSL helpdesk by sending a request
mode with CDSL athelpdesk.evoting@cdslindia.com or contact at
022-23058738 and 22-23058542-43.
Individual Shareholders Members facing any technical issue in login
holdingsecurities in Demat cancontact NSDL helpdesk by sending a request
mode with NSDL atevoting@nsdl.co.in or call at toll free no.: 1800
1020
990 and 1800 22 44 30

v. Login method for e-Voting and joining virtual meeting for shareholders other than
individualshareholders & physical shareholders

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on Shareholders
3) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical form should enter Folio Number registered
with the Company
4) Next enter the Image Verification as displayed and Click on Login
5) 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
6) If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form other
than individual and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by
Income Tax Department(Applicable for both demat
shareholders as well as physical shareholders)

Page 7
 • Members who have not updated their PAN
with the Company/Depository Participant are
requested to use the sequence numberwhich is
printed on Attendance Slip indicated in the PAN
field.
Dividend Enter the Dividend Bank Details or Date of Birth (in
BankDetails OR dd/mm/yyyy format)as recorded in your demat
Dateof Birth (DOB) account or in the company records in order tologin.
• If both the details are not recorded with the
depository or companyplease enter the member id /
folio number in the Dividend Bankdetails field as
mentioned in instruction (iv).

vi. After entering these details appropriately, click on “SUBMIT” tab.

vii. Shareholders holding shares in physical form will then directly reach the Company
selectionscreen. However, shareholders holding shares in demat form will now
reach ‘Password Creation’menu wherein they are required to mandatorily enter
their login password in the new passwordfield. Kindly note that this password is
to be also used by the demat holders for voting forresolutions of any other
company on which they are eligible to vote, provided that companyopts for e-
voting through CDSL platform. It is strongly recommended not to share your
passwordwith any other person and take utmost care to keep your password
confidential.
viii. For Members holding shares in physical form, the details can be used only for e-
voting on the resolutions contained in this Notice.
ix. Click on the EVSN of the Company.
x. 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 youassent to the Resolution and option NO implies
that you dissent to the Resolution.
xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
xii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmationbox will be displayed. If you wish to confirm your vote, click on “OK”,
else to change your vote,click on “CANCEL” and accordingly modify your vote.
xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to
modify your vote.
xiv. You can also take a print of the votes cast by clicking on “Click here to print”
option on the Voting page.
xv. If a demat account holder has forgotten the login password then Enter the
User ID and the image verification code and click on Forgot Password & enter
the details as prompted by thesystem

Page 8
 xvi. Shareholders can also cast their vote using CDSL’s mobile app m-Voting. The m-
Voting app canbe downloaded from Google Play Store. Apple and Windows
phone users can download theapp from the App Store and the Windows Phone
Store respectively. Please follow the instructionsas prompted by the mobile app
while voting through your mobile.
xvii. Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodians are required to log on to www.evotingindia.com and register
themselves in the “Corporates”module.
• A scanned copy of the Registration Form bearing the stamp and sign of the
entity shouldbe emailed to helpdesk.evoting@cdslindia.com
• After receiving the login details, user would be able to link the account(s) for
which they wish to vote on.
•The list of accounts linked in the login should be mailed to
helpdesk.evoting@cdslindia.comand on approval of the accounts they would
be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which
they have issued in favour of the Custodian, if any, should be uploaded in PDF
format in the systemfor the scrutinizer to verify the same.
• Alternatively, Non Individual shareholders are required to send the relevant
Board Resolution/ Authority letter etc. together with attested specimen
signature of the duly authorized signatory who are authorized to vote, to the
Scrutinizer and to the Company,if voted from individual tab & not uploaded
same in the CDSL e-voting system for thescrutinizer to verify the same.
• In case you have any queries or issues regarding e-voting, you may refer the
FrequentlyAsked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, underhelp section or write an email to
helpdesk.evoting@cdslindia.com or call 022-23058542/43.

All grievances connected with the facility for voting by electronic means may
be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services
(India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai -400013 or send an
email to helpdesk.evoting@cdslindia.com or call 022-23058542/43.
20. The instructions for shareholders voting on the day of the AGM on e-
voting system are as under:-
a. The procedure for e-Voting on the day of the AGM is same as the instructions
mentioned abovefor remote e-voting.
b. Only those Members/ shareholders, who will be present in the AGM through
VC/OAVM facilityand have not casted their vote on the Resolutions through
remote e-Voting and are otherwisenot barred from doing so, shall be eligible to
vote through e-Voting system available in the AGM.

Page 9
 c. If any Votes are casted by the members through the e-voting available during the
AGM and ifthe same members have not participated in the meeting through
VC/OAVM facility, then thevotes casted by such members shall be considered
invalid as the facility of e-voting during themeeting is available only to the
members participating in the meeting.
d. Members who have voted through remote e-Voting will be eligible to attend the
AGM. However,they will not be eligible to vote at the AGM.
21. INSTRUCTION FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE
AS UNDER: -
1. The procedure for attending meeting &e-Voting on the day of the AGM/EGM is
same as the instructions mentioned above for Remote e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of
Company will be displayed after successful login as per the instructions
mentioned above for Remote E-voting.
3. Member will be provided with a facility to attend the EGM/AGM through
VC/OAVM through the CDSL e-Voting system. Members may access the same
at https://www.evotingindia.com under shareholders/members login by using
the remote e-voting credentials. The link for VC/OAVMwill be available in
shareholder/members login where the EVSN of Company will be displayed.
4. Members are encouraged to join the Meeting through Laptops for better
experience.
5. Further Members will be required to allow Camera and use Internet with a good
speed to avoidany disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to
Fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the
meeting may register themselves as a speaker may send their request in
advance at least 7 days before AGM mentioning their name, demat account
number/folio number, email id, mobile number at info@gujarattoolroom.com
8. Shareholders who would like to express their views/have questions may send their
questionsin advance in advance at least 7 days before AGM mentioning their name
demat accountnumber/folio number, email id, mobile number at
info@gujarattoolroom.com. The same will bereplied by the company suitably
9. Those shareholders who have registered themselves as a speaker will only be
allowed to express their views/ask questions during the meeting.

22. Process and manner for members opting for voting through Electronic means :
1. The Members whose names appear in the Register of Members / List of Beneficial
Owners as on Thursday, 23rd September, 2021 (cut – off date) are entitled to avail
the facility of remote e-voting as well as voting at the AGM. Any recipient of the

Page 10
 Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as
intimation only.
2. A person who has acquired the shares and has become a member of the
Company after the dispatch of the Notice of the AGM and prior to the Cut-off
date i.e. Thursday, 23rd September, 2021 shall be entitled to exercise his/her vote
either electronically i.e. remote e-voting or through the PollPaper at the AGM by
following the procedure mentioned in this part.
3. The remote e-voting will commence on Monday, 27th September, 2021at 09.00
a.m. and ends on Wednesday, 29th September, 2021at 5.00 p.m. During this
period shareholders’ of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date Thursday, 23rd September, 2021, may
cast their vote electronically. The members will not be able to cast their vote
electronicallybeyond the date and time mentioned above and the remote e-
voting module shall be disabled for voting by CDSL thereafter. The e-voting
module shall be disabled by CDSL for voting thereafter.
4. Once the vote on a resolution is cast by the member, he/she shall not be allowed
to changeit subsequently or cast the vote again.

The voting rights of the members shall be in proportion to their share in the paid up
equity share capital of the Company as on the Cut-off date i.e. Thursday, 23rd
September, 2021.

The Company has appointed Mr. CS Gaurav Bachani, Practicing Company Secretary
(Membership No. A61110; COP No: 22830), to act as the Scrutinizer for conducting the
remote e-voting processin a fair and transparent manner.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-
Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at
022-23058738 and 022-23058542/43

All grievances connected with the facility for voting by electronic means may be
addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India)
Limited, A Wing, 25th Floor,Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi
Marg, Lower Parel (East), Mumbai – 400013or send an email to
helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Registered Office By order of Board of Directors

Office No.402, Sheel Complex, GUJARAT TOOLROOM LIMITED
Near, Mithakhali Under Bridge,
Navrangpura, Ahmedagad - 380 009.
Sd/-
Place: Ahmedabad Vishal Mukeshkumar Shah
Dated: 09/09/2021 Chairman & Managing Director
DIN: 03279724

Page 11
 ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 3:

Mr. Kunjan Vora is appointed as Independent Director of the Company pursuant to

Section 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment
and Qualification of Directors) Rules, 2014, in the Board Meeting of the Directors of the
Company held on 14th August, 2021.

After the performance evaluation of Mr. Kunjan Vora, and considering his knowledge,
expertise and experience in the field of Law and Management, the Board has considered
to appoint Mr. Kunjan Vora as an Independent Director for further five years with effect
from 14th August, 2021 to 13th August, 2026.

Brief profile of Mr. Kunjan Vora is attached as annexure to the notice along with the
names of the Companies in which he holds directorships and memberships / chairperson
of the Board / Committees and shareholding are provided in the annexure to the
explanatory statement attached herewith.

Save and except Mr. Kunjan Vora and his relatives to the extent their shareholding in the
Company, none of the Directors and Key Managerial Personnel of the Company and their
relatives is concerned or interested, financially or otherwise, in the resolution set out at
item No. 3.

Registered Office By order of Board of Directors

Office No.402, Sheel Complex, GUJARAT TOOLROOM LIMITED
Near, Mithakhali Under Bridge,
Navrangpura, Ahmedagad - 380 009.
Sd/-
Place: Ahmedabad Vishal Mukeshkumar Shah
Dated: 14/08/2021 Chairman & Managing Director
DIN: 03279724

Page 12
 ANNEXURE TO NOTICE

Relevant details as stipulated under Regulation 36(3) of SEBI (LODR), 2015 and
Secretarial Standard on General Meetings (“SS-2”) issued by Institute of Company
Secretaries of India, in respect of directors seeking appointment / reappointment as
director under Item No. 2 and 3 is as under:

Name of the Director Mr. Vishal Shah Mr. Kunjan Vora

Date of Birth 13/09/1987 20/11/1986
Date of first Appointment on 24/05/2017 24/09/2015
the Board
Qualifications Under Graduate Graduate
Experience / Brief Resume/ More than 10 years of More than 5 years of
Nature of expertise in experience of general experience in Marketing.
specific functional areas; administration and
accounts.
Terms and Conditions of N.A. N.A.
Appointment along with
remuneration sought to be
paid
Remuneration last drawn by Nil Nil
such person, if any
No. of Shares held in the 34,320 0
Company as on 31st March,
2021
Relationship with other N.A. N.A.
Directors, Manager and
other Key Managerial
Personnel of the Company/
Disclosure of relationships
between directors inter-se;
Number of Meetings of the 5 5
Board attended during the
year
Directorship in other 0 0
Companies*
Chairman / Member of the 0 0
Committees of Board of
other Companies / Names of
listed entities in which the
person also holds the
directorship and the
membership of the
Committees of the board
*Excluded Private Companies

Page 13
 BOARD’S REPORT

To,
The Members,
GUJARAT TOOLROOM LIMITED

Your Directors present the 37thAnnual Report of the Company along with the Audited Statement of
Accounts for the Financial Year ended on 31st March, 2021.

1. FINANCIAL PERFORMANCE:

During the period under review your Company has made a loss of Rs. 4.49 Lacs. Your directors
are confident and optimistic of achieving upward growth and achieving much better results in
the coming years.

The details of the financial performance are as under:

(Rs.in Lakhs)
Particulars 2020-21 2019-20
Revenue from Operations 0.00 0.00
Other Income 0.00 0.00
Total Revenue 0.00 0.00
Total Expenses 4.49 5.1
Profit/Loss Before Exceptional and Extra Ordinary
Items and Tax 0.00 0.00
Exceptional Items 0.00 0.00
Profit/Loss before Extra-Ordinary Items and Tax/
Profit/Loss Before Tax (4.49) (5.1)
Extraordinary Items 0.00 0.00
Profit/Loss after Extra-Ordinary Items and Tax/
Profit/Loss Before Tax (4.49) (5.1)
Tax Expense: Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Total Tax expense 0.00 0.00
Profit/Loss for the Period (4.49) (5.1)

2. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business during the year under review.

3. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2021 is available on the website of the
Company at http://gujarattoolroom.com/annual-reports/

Page 14
4. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times i.e. 22 nd June, 2020,
16th July, 2020, 7th September, 2020, 15th. September, 2020 12th November, 2020, and 12th
February, 2021.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and beliefthe Board of Directors hereby submits that:

a. In the preparation of the Annual Accounts, for the year ended on 31stMarch, 2021the
applicable accounting standards have been followed and there are no material departure 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 financial year and of the profit of the Company
for the Financial Year ended on 31stMarch, 2021,
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of 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 on a going concern basis,
e. The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are 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.

6. COMMENT ON AUDITORS’ REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the

Auditors in their report on the financial statement of the Company for the Financial Year ended
on 31stMarch, 2021. Maintenance of cost records as specified under Companies Act, 2013 is not
applicable to the Company.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013

There were no loans, investment, guarantees and securities made by the Company as per
provisions of Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the
purview of Section 188 of the Companies Act, 2013.

Page 15
 There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference to Financial
Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s
internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

10. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the Registered Office of the Company.

11. Reserves & Surplus

Sr. No. Particulars (Rs. in Lakhs)

1. Surplus / (Deficit) in Statement of Profit and Loss at the (38.88)
beginning of the year
2. Current Year’s Profit / Loss (4.48)
3. Amount of Securities Premium and other Reserves 0.47
Total (42.90)

13. TRANSFER TO RESERVES & SURPLUS:

During the year under review, the Company has not transferred any amount to Reserves.

14. DIVIDEND

The company has incurred loss of Rs4.49 lacs andtherefore, your directors have not
recommended any dividend for the year2020-21.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE
REPORT

There are no material changes and commitments, affecting the financial position of the Company
which hasoccurred in the Financial Year 2020-21.

16. TRANSFER TO THE UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND

Since there was no unpaid/unclaimed Dividend declared, the provisions of Section 125 of
theCompanies Act, 2013 does not apply

Page 16
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy
or technology absorption ate taken by the Company and hence no particulars as required under
Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy,
Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

18.COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL

STANDARD – 2:

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

19. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the
going concern status and the Company’s operations in future.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK

MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks
towards the key business objectives of the Company. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing basis.

21, BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. COMPOSITION OF BOARD

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. Name Designation DIN No. of Board No. of Board

No. Meeting Held Meeting
attended
1. Mr. Vishal Shah Managing Director 03279724 6 6
2. Mr. Manish Shah Additional Director 03060959 6 5
3. Mr. KunjanVora Independent 03612667 6 6
Director
4. Mr. Prakash Independent 00717541 6 6
Rahevar Director

Page 17
 5 Ms. AvaniSejpal* Company Secretary - - -
6. Mr. Bhavin Parekh** Director 00034258 6 1

* Ms. AvaniSejpal appointed as Company Secretary and Compliance Officer of the Company with
effect from 11th May, 2021.
** Mr. Bhavinparekh has resigned from the post of Director and Mr. Manish Shah as an Additional
Director has been appointed as an Additional Director with effect from 16th July, 2021

ii. APPOINTMENT AND RESIGNATION:

There were no other changes in the composition of the Board of Directors of the Company during
the Financial Year 2020-21 except Resignation of Mr. Bhavin Parekh from the post of Director and
Appointment of Mr. Manish Shah as an Additional Director of the Company w.e.f. 16th July, 2020.

However, Ms. AvaniSejpal was appointed as Company Secretary of the company w.e.f.
11thMay,2021.

iii. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association
of the Company, Mr. Vishal Shah (DIN: 03279724) being liable to retire by rotation, shall retire at
the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board
recommends his reappointment.

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual

Directors, Committees, and of the Board as a whole in accordance with the formal system adopted
by it. Further, the Board also regularly in their meetings held for various purposes evaluates the
performance of all the Directors, committees and the Board as a whole. The Board considers the
recommendation made by Nomination and Remuneration Committee in regard to the evaluation of
board members and also tries to discharge its duties more effectively. Each Board member’s
contribution, their participation was evaluated and the domain knowledge they bring. They also
evaluated the manner in which the information flows between the Board and the Management and
the manner in which the board papers and other documents are prepared and furnished.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies,
strategies, financial matters and other businesses.

During the year under review, the Board duly met 6 (Six) times i.e. 22nd June, 2020, 16th July, 2020,
7th September, 2020, 15th. September, 2020 12th November, 2020, and 12th February, 2021 in
respect of said meetings proper notices were given and proceedings were properly recorded and
signed in the Minute Book maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

Page 18
The Independent Directors met once during the year under review on 7th September, 2020 and 12th
February, 2021. The Meetings were conducted in an informal manner without the presence of the
Wholetime Directors, the Non-Executive Non-Independent Directors, or any other Management
Personnel.

22. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Prakash Rahevar(DIN: 00717541) andMr.KunjanVora (DIN: 03612667)Independent Directors

of the Company have confirmed to the Board that they meet the criteria of Independence as
specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent
Director. Also confirmed that,they havemet all the requirements of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The confirmation was noted by the Board.

23. CORPORATE GOVERNANCE

Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25
Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part
of this Board’s Report.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has noSubsidiaries / Joint Venture / Associate Company.

25. PUBLIC DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any
deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits
or payment of interest during the Financial Year.

26. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive

Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the Expansion plans
were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

Page 19
27. AUDITORS:

A. STATUTORY AUDITOR

M/s.DharmeshParekh &Co. LLP Chartered Accountants, Ahmedabad, (FRN:112054W/W100725),

were appointed as the Statutory Auditors of the Company. The Auditor’s report for the Financial
Year ended 31stMarch, 2021has been issued with an unmodified opinion, by the Statutory Auditors.

However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by
the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be
ratified at every Annual General Meeting.

B. SECRETARIAL AUDITOR

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain
Secretarial Audit Report from Practicing Company Secretary. The Board has appointed
Mr.JitendraParmar, Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial
Year 2020-21. Secretarial Audit Report issued by M/s.GuaravBachani& Associates, Practicing
Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure
“A”, for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under:

Sr. No. Qualification Explanation

1. Non-Compliance of Schedule B Regulation 4 The Board would like to inform you that
(2) of Securities and Exchange Board of India during the Financial Year 2020-21, the
(Prohibition of Insider Trading) Regulations, Company has regularly closed its Trading
2015 which stipulates that the listed entity Window as stipulated Schedule B
shall close the trading window after the end Regulation 4 (2) of Securities and
of every quarter till 48 hours after the Exchange Board of India (Prohibition of
declaration of Financial Results of that Insider Trading) Regulations, 2015 but
quarter. However, the Company has not failed to intimate about such closure of
closed its trading window for the June trading window for the June 2020 Quarter
Quarter. due to disturbance in working caused by
the Covid-19, and such error is
inadvertent in nature.
2. Non-Compliance of Regulation 74(5) of the The Board would like to inform you that
Securities and Exchange Board India the present issued and paid up share
(Depository and Participant) Regulations, capital of the Company is listed on BSE
2018 which stipulates that the listed entity and due to non-availability of Whole time
shall submit the Certificate from depository Company Secretary during the period of
confirming that securities comprised in the non-compliance, the Company missed to
said certificatehave been listed on the Stock submit the Certificate under regulation
Exchange. However, the Company has not 74(5) for the June 2020 and December
submitted this Certificate under regulation 2020 Quarter.
74(5) for the June and December Quarter.

Page 20
3. Non-Compliance of Section 117 of Companies The Board would like to state that the
Act, 2013 which stipulates that the Company Company failed to submit the details of
is required to file E-Form MGT-14 for the Board Resolution in MGT 14 and the
approval of financial statement & the Board’s said error is inadvertent in nature, further.
report for the year ending 31st March, 2020
within 30 days from the date of Board
Meeting. However, the Company has not filed
E-Form MGT-14 for approval of financial
statements, the Board’s report, appointment
of Internal Auditor and Secretarial Auditor
for the year ending 31st March, 2020
4. Non-Compliance of Section 203(4) of the The Board would like to intimate you that
Companies Act, 2013 which stipulates that the Company was in search for the
the company has to appoint Whole-time Key Qualified Company Secretary to be
Managerial Personnel within a period of six appointed as Company secretary and
months from the date of resignation of Key Compliance officer but looking to the size
Managerial Personnel. The Company and turnover, the Company couldn’t get
appointed Ms. AvaniSejpal as whole-time any interested candidate during the
Company secretary and Compliance officer of period of non-compliance.
the Company which is w.e.f. 11th May, 2021
i.e. delay of more than 6 months from
resignation of previous Company secretary.
5. Non-Compliance of Section 149 (1) of the The Board would like to intimate you that
Companies Act, 2013 which stipulates that the Company is in process of appointment
Every Listed Company is required to appoint of Woman Director. However, the
at least one woman director on the Board. Company will intimate the same as and
when process of appointment gets
completed.

C. COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is
not applicable to the Company

28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year ended on March 31,2021. There is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) against the Company.

29. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

Page 21
30. DISCLOSURESOF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A. Composition of Audit Committee:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby
discloses the composition of the Audit Committee and other relevant matters as under:

Name Of Director Category of Designation Number of Number of

Directorship meeting held meeting
attended
Mr. Prakash Independent Non Member 4 4
Rahevar Executive
Mr. Vishal Shah Managing Director Member 4 4
Mr. KunjanVora Independent Non Chairman 4 4
Executive

The broad terms of reference of the Audit Committee are as under:

 Reviewing of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible
 Recommending the appointment, remuneration and terms of appointment of external
Auditor.
 Review and monitor the auditor’s independence and performance and effectiveness of
audit process.
 Approval or any subsequent modification of transactions of the company with related
parties.
 Scrutiny of inter-corporate loans and investments
 Valuation of undertakings or assets of the Company, wherever it is necessary.
 Monitoring the end use of funds raised through public offers and related matters.
 Reviewing with management the Annual financial statements and half yearly and
Quarterly financial results before submission to the Board.
 Reviewing periodically the adequacy of the internal control system.
 Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of
Directors of the Company. Further during the period under review, the Board of Directors of the
Company had accepted all the recommendations of the Committee.

Fourmeetings of the Audit Committee were held during the year viz. on 22/06/2020,
15/09/2020,12/11/2020 and 12/02/2021.

Page 22
 B. Composition of Nomination and Remuneration Committee:

The members of the Committee are as follows:

Name Of Director Category of Designation Number of Number of

Directorship meeting held meeting
attended
Mr. Prakash Independent Non Member 3 3
Rahevar Executive
Mr. Vishal Shah Managing Director Member 3 3
Mr. KunjanVora Independent Non Chairman 3 3
Executive

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies
Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and
independence of Director;
• Devising a policy on Board diversity;
• Formulation of Remuneration policy;
• Review the structure, size and composition of the Board;
• Identifying and selection of candidates for appointment as Directors;
• Identifying potential individuals for appointment as Key Managerial Personnel and Senior
Management;
• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31stMarch 2021, the Nomination and Remuneration Committee
met three times16/07/2020, 07/09/2020 and 12/02/2021.

C. Composition of Stakeholder Relation Committee:

The members of the Committee are as follows:

Name Of Director Category of Designation Number of Number of

Directorship meeting held meeting
attended
Mr. Prakash Independent Non Member 1 1
Rahevar Executive
Mr. Vishal Shah Managing Director Member 1 1
Mr. KunjanVora Independent Non Chairman 1 1
Executive

During the financial year ended on 31stMarch 2021, the Stakeholders Relationship Committee met
one time on 12/02/2021.

Page 23
Details of Investor’s grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaints of the
Shareholders/Investors registered with SEBI at the end of the current financial year ended on
31stMarch, 2021are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March
2020.

Compliance Officer:

The Company Secretary and Compliance officer of the Company is Ms. Avani Sejpal.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the
Company.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of
the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud
or violation of the Company’s code of conduct and ethics Policy. The said mechanism also provides
for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower
policy in order to ensure adequate safeguards to employees and Directors against victimization.
The said policy is also available on the website of the Company at www.gujarattoolroom.com

33. PARTICULARS OF EMPLOYEES:

The Company does not have any employee getting remuneration under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Therefore, Disclosures regarding the above is not required to
be mentioned.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part
of this Report, and provides the Company’s current working and future outlook as perAnnexure -B.

Page 24
35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board

402-Sheel Complex, Gujarat ToolroomLimited
Nr. Mithakhadi under Bridge,
Navrangpura, Ahmedabad– 380009 Sd/- Sd/-
Manish Shah Vishal Shah
Director Managing Director
Place: Ahmedabad DIN: 03060959 DIN: 03279724
Date: 14th August, 2021

Page 25
 Annexure-B
Management Discussion and Analysis

A. Industry structure and developments

The Indian Economy has shown significant resilience amidst the global pandemic and trade shock
that began to impact the global economy towards the end of 2019-20 and acquired catastrophic
proportions in 2020-21. The cumulative value of overall exports (merchandise & services) during
April-March 2020-21 has been estimated at USD 493.19 Billion compared to USD 528.37 Billion
during April-March 2019-20, registering a negative growth of 6.66 percent. He added that it
reflects a remarkable recovery over the course of the financial year after the huge downturn in
April 2020 reflected in decline in merchandise exports by (60.28)% and services exports by (8.92)
%.

The overall trade deficit, taking merchandise and services together, for April-March 2020-21 is
estimated at 12.74 USD billion as compared to the deficit of 77.76 US Billion in April-March 2019-
20. The merchandise trade deficit between 2019-20 and 2020-21 declined from USD 161.35 Billion
to 98.56 Billion.

B. Opportunities and Threats

Opportunities

Going ahead, there could be a positive side for textile and other business as festival season will
start from mid 3rd Quarter till end of March, which majorly includes Diwali, Christmas and
Holi. Further from November’21 to March’22 marriages will be in quantum so all these
festivals and marriages will increase the demand in textile fabrics.

Threats

Currently the biggest threat is COVID 19 and its impact. It is expected that overall textile
business will be severely affected which would result in various job losses across the value
chain. First half of FY 22 was very tough and the second half is expected to give some relief to
the business and the society in general and also it is expected that India will be able to control
the COVID 19 Pandemic within next 2-3 months.

C. Segment–wise or product-wise performance

The Company is operating in only one segment.

D. Outlook

It is estimated that India’s current fiscal year budget points to make a shift towards demand-side
stimulus, with an uptick in public investment. In the financial year India’s economic growth is
projected at 12.6% by Organization for Economic Co-operation and Development (OECD) which
would enable India to retain its earlier tag of the fastest growing large economy in the world. The
discretionary fiscal measures announced in India during the budget will add to the overall support.
However, the V shaped spike in Covid cases is expected to impact the ‘V’ shaped recovery projected
for the Indian economy.

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E. Risks and concerns

Management recognizes the following principal risks that may influence decisions made by
investors given their significant impact on business conditions as stated in the securities report,
and among matters pertaining to accounting status, consolidated companies’ financial status and
business performance, as well as cash flows. Our risk management system addresses the
increasingly complex risks that we face in our day-to-day operations. The risk management system
conducts risk analysis of economic and social changes and implements preventive measures that
are best suit for the Company.

F. Internal control systems and their adequacy

The Company has adequate internal financial control systems that commensurate with the size and
nature of its business. Management has overall responsibility for the Company’s control systems to
safeguard assets and to ensure reliability of financial records. The Company has due policies and
procedures to ensure effective control of its business, including adherence to Company’s policies,
prevention and detection of frauds and errors, accuracy and completeness of accounting records
and timely preparation of financial information.

Audit Committee reviews all financial statements and ensures adequacy of control systems. The
Company has a well defined organization structure, authority levels and internal rules and
guidelines for conducting business transactions.

G. Discussion on financial performance with respect to operational performance

The financial performance of the Company for the Financial Year 2020-21 is described in the
report of Board of Directors’ of the Company.

H. Material developments in Human Resources / Industrial Relations front including

number of people employed

The cordial employer - employee relationship also continued during the year under the review.
The Company has continued to give special attention to human resources.

Registered Office: By the Order of the Board

402, Sheel Complex, Nr. Mithakhali Under Gujarat Toolroom Limited
Bridge, Navrangpura, Ahmedabad – 380 009
Sd/- Sd/-
Manish Shah Vishal Shah
Place: Ahmedabad Director Managing Director
Date: 14th August, 2021 DIN: 03060959 DIN: 03279724

Page 27
 ANNEXURE A

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members of
Gujarat Toolroom Limited
402, Sheel Complex,
Near Mithakali Under Bridge,
Navrangpura, Ahmedabad-380009, Gujarat

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Gujarat Toolroom Limited (hereinafter called the
“Company”). The 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 Gujarat Toolroom Limited’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, the Company has, during the audit period covering the Financial
Year ended on 31st March, 2021, 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 Gujarat Toolroom Limited(“the Company”) for the Financial Year ended on 31st
March, 2021, according to the provisions of:-

1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings; (Not applicable to the Company during the Audit Period).
5. 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, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009; (Not applicable to the Company during the Audit
Period).
d. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018
(Not applicable to the Company during the Audit Period).
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993;

Page 28
I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India;

ii Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned above except:

1. Non-Compliance of Schedule B Regulation 4 (2) of Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015 which stipulates that the listed entity shall
close the trading window after the end of every quarter till 48 hours after the declaration of
Financial Results of that quarter. However, the Company has not closed its trading window
for the June, 20 Quarter and September, 20 Quarter.

2. Non-Compliance of Regulation 74(5) of the Securities and Exchange Board India (Depository
and Participant) Regulations, 2018 which stipulates that the listed entity shall submit the
Certificate from depository confirming that securities comprised in the said certificate
have been listed on the Stock Exchange. However, the Company has not submitted this
Certificate under regulation 74(5) for the June and December Quarter.

3. Non-Compliance of Section 117 of Companies Act, 2013 which stipulates that the Company is
required to file E-Form MGT-14 for approval of financial statement & the Board’s report for
the year ending 31st March, 2020 within 30 days from the date of Board Meeting. However,
the Company has not filed E-Form MGT-14 for approval of financial statements, the Board’s
report, appointment of Internal Auditor and Secretarial Auditor for the year ending 31st
March, 2020.

4. Non-Compliance of Section 203(4) of the Companies Act, 2013 which stipulates that the
company has to appoint Whole-time Key Managerial Personnel within a period of six months
from the date of resignation of Key Managerial Personnel. The Company appointed Ms. Avani
Sejpal as whole-time Company secretary and Compliance officer of the Company which is
w.e.f. 11th May, 2021 i.e. delay of more than 6 months from resignation of previous Company
secretary.

I further report that Composition of Board of Directors of the Company is not constituted as per Section
149 (1) of the Companies Act, 2013. Every Listed Company is required to appoint at least one woman
director on the Board. However, the Company is in process of appointment of Woman Director as per
Section 149(1) of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days 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.

Page 29
However, there were no instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/sweat equity.

(ii) Redemption/buy-back of securities.
(iii) Merger/ amalgamation etc. except the scheme of capital reconstruction as detailed
hereinabove.
(iv) Foreign technical collaborations.

SD/-
Jitendra Parmar
(Company Secretary)
FCS: 11336
COP: 15863
Date: 14th August, 2021 UDIN: F011336C000786814
Place: Ahmedabad

This report is to be read with our letter of even date which is annexed as Annexure - 1 and forms an
integral part of this report.

Page 30
 ‘Annexure -1’

To,
The Members
Gujarat Toolroom Limited
Ahmedabad

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record 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 the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in secretarial records. I believe that
the processes and practices, I followed provide a reasonable basis for my opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.
4. Where ever 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 is the responsibility of management. Our examination was limited to the verification
of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

SD/-
Jitendra Parmar
(Company Secretary)
FCS: 11336
COP: 15863
Date: 14th August, 2021 UDIN: F011336C000786814
Place: Ahmedabad

Page 31
 Independent Auditor’s Report

To the Members of Gujarat Toolroom Limited

Report on the audit of the Standalone Financial Statements

Opinion
We have audited the accompanying Standalone Financial Statements of Gujarat Toolroom Limited (“the
Company”), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss
(including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in
Equity for the year then ended, and a summary of significant accounting policies and other explanatory
information (herein after referred to as “StandaloneFinancial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements, read with the emphasis of matter paragraph below, give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March,
2021, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that
date.

Emphasis of Matter
We draw attention to the fact that the company has huge accumulated losses and do not have any operating
revenue. These conditions indicate the existence of a material uncertainty that may cast significant doubt
about the Company’s ability to continue as a going concern. However, the accompanying financial
statements have been prepared under the going concern assumption based on the undertaking from the
management that they are looking for alternative business opportunities and do not have any intention to
curtail the business.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone financial statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Description of Key Audit Matters

In our opinion and to the best of our information and according to the explanations given to us we have
determined that there are no key audit matters to communicate in our report.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that
are relevant to our audit of the standalone financial statements under the provisions of the Act and the
Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Page 32
Independent Auditor’s Report
RE: Gujarat Toolroom Limited (Continue)…

Other Information
The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual report, but does not include the
financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information; we are required to report that fact. We have nothing to report in this
regard.

Management’s Responsibility for the StandaloneFinancial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Financial
Statements that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including the applicable Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.

Independent Auditor’s Report

RE: Gujarat Toolroom Limited (Continue)…

Page 33
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

 Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system in place and the operating effectiveness of such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

Page 34
Independent Auditor’s Report
RE: Gujarat Toolroom Limited (Continue)…

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A”
statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable

2. As required by section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, the Statement Cash Flows and the Statement
of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;

e) The going concern matter described in the Emphasis of matter paragraph above, in our opinion,
may have an adverse impact on the functioning of the company;

f) on the basis of the written representations received from the directors as on 31 st March, 2021 taken
on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2021
from being appointed as a director in terms of Section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
‘Annexure B”;

h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial
position;

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

Page 35
Independent Auditor’s Report
RE: Gujarat Toolroom Limited (Continue)…

3. With respect to the matters to be included in the Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

According to the information and explanations given to us and on the basis of our examination of the
records of the Company, managerial remuneration has not been paid /provided. Accordingly, reporting
under section 197(16) of the Act is not applicable.

For, DHARMESH PARIKH & CO LLP

Chartered Accountants
Place : Ahmedabad Firm Reg. No. 112054W/W100725
Date : 30/06/2021

Anuj Jain
Partner
Membership No. 119140
UDIN : 21119140AAAAMD8160

Page 36
ANNEXURE - A TO THE INDEPENDENT AUDITOR’S REPORT
RE: GUJARAT TOOLROOM LIMITED
(Referred to in Paragraph 1 of our Report of even date)

The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the Ind
AS Financial Statements for the year ended 31st March, 2021, we report that:

(i) The company does not have any Fixed Assets. Accordingly, the provisions of paragraph 3(i)(a) to (c)
of the Order are not applicable.

(ii) The Company has not carried out any commercial activities during the year ended on 31st March,
2021 and hence it does not carry any Inventory. Accordingly the provisions of paragraph 3(ii) of the
Order are not applicable.

(iii) According to the information and explanation given to us and the records produced to us for our
verification, the company has not granted any loans to companies, firms or other parties covered in
the register maintained under section 189 of the Companies Act, 2013. Accordingly the provisions
of paragraph 3 (iii) of the Order are not applicable.

(iv) According to the information and explanations given to us and representations made by the
Management, the Company has not done any transactions covered under section 185 and 186 in
respect of loans, investments, guarantees and security. Accordingly the provisions of paragraph 3
(iv) of the Order are not applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not
accepted deposits as per the directives issued by the Reserve Bank of lndia and the provisions of
Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The company has not done any commercial activity during the year under review. Accordingly, the
maintenance of cost records under section 148(1) of the Act as prescribed by the Central
Government is not applicable to the company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, amounts deducted/ accrued in the books of account during the
year in respect of undisputed statutory dues including income tax and other material statutory
dues havebeen regularly deposited during the year by the Company with the appropriate
authorities. As explained to us, the Company did not have any dues on account of employees’
state insurance, provident fund, goods and service tax, cess and duty of excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in
respect of income taxand other material statutory dues were in arrears as at 31st March, 2021
for a period of more than six months from the date they became payable.

(b) According to the records of the Company and representations made by the Management, there
are no statutory dues as mentioned in paragraph 3(vii) (a) as at 31st March, 2021 which have not
been deposited on account of any dispute.

(viii) The Company has not taken any loan either from banks, financial institutions or from the
government and has not issued any debentures. Accordingly the provisions of paragraph 3 (viii) of
the Order are not applicable.

ANNEXURE - A TO THE INDEPENDENT AUDITOR’S REPORT

RE: GUJARAT TOOLROOM LIMITED (Continue)….

Page 37
(Referred to in Paragraph 1 of our Reportof even date)

(ix) Based upon the audit procedures performed and the information and explanations given by the
management, the company has not raised moneys by way of initial public offer or further public
offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the
Order are not applicable.

(x) During the course of our examination of the books and records of the company, carried out in
accordance with the generally accepted auditing practice in India, and according to the information
and explanation given to us, we have neither come across any instance of material fraud by the
company or on the company by its officers or employees, noticed or reported during the year, nor
have we been informed of any such case by the management.

(xi) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, managerial remuneration has not been paid/provided. Accordingly the
provisions of Clauses 3(xi) of the Order are not applicable.

(xii) In our opinion, the Company is not a nidhi Company. Accordingly the provisions of Clauses 3 (xii)
of the Order are not applicable.

(xiii) As per information and explanation given to us and on the basis of our examination of the records of
the Company, all the transaction with related parties are in compliance with section177 and 188 of
Companies Act 2013 and all the details have been disclosed in the Ind AS financial statements as
required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis of our examination of the
records, the Company has not made any preferential allotment or private placement or not issued any
debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order
are not applicable.

(xv) According to the information and explanations given to us and on the basis of our examination of the
records, Company has not entered into any non-cash transactions with any director or any person
connected with him. Accordingly the provisions of Clauses 3(xv) of the Order are not applicable to
the Company.

(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank
of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable.

For, DHARMESH PARIKH & CO LLP

Chartered Accountants
Place : Ahmedabad Firm Reg. No. 112054W/W100725
Date : 30/06/2021

Anuj Jain
Partner
Membership No. 119140
UDIN : 21119140AAAAMD8160

Page 38
ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT
RE: GUJARAT TOOLROOM LIMITED
(Referred to in Paragraph 2(g) of our Report of even date)
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the
Companies Act 2013 (the act).
Opinion
We have audited the internal financial controls over financial reporting of the company as of 31 st March,
2021 in conjunction with our audit of the Standalone Financial Statements of the company for the year
ended on that date.
The company is not having any defined SOP to manage its operations. Accordingly there are some
limitations in the control aspects of financial reporting. In our opinion, except for the possible effects of
this material weakness, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were operating
effectively as at 31st March 2021, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

Management’s Responsibilities for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.

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ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT
RE: GUJARAT TOOLROOM LIMITED (Continue)….
(Referred to in Paragraph 2(g) of our Reportof even date)

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial
statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

For, DHARMESH PARIKH & CO LLP

Chartered Accountants
Place : Ahmedabad Firm Reg. No. 112054W/W100725
Date : 30/06/2021

Anuj Jain
Partner
Membership No. 119140
UDIN : 21119140AAAAMD8160

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