Gujarat Hy-Spin Ltd Directors Report

For the Financial Year ended on 31st March, 2024

TO THE MEMBERS OF GUJARAT HY-SPIN LIMITED

Dear Shareholders,

The Directors have pleasure in presenting the 14^th Annual Report along with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Companys Financial Performance, for the year ended March 31, 2024 is summarized below:

Particulars	2023-24	2022-23
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from Operations	9176.28	6079.85
Other Income	257.71	202.42
Total Income	9433.98	6282.27
Cost of Materials Consumed	7587.93	5338.60
Employees Benefits Expense	343.31	263.52
Finance Cost	112.31	134.92
Depreciation & Amortization Exp.	185.87	231.21
Other Expenses	1284.70	832.81
Profit / Loss Before Tax	14.88	(67.36)
Current Tax	0.39	0
Deferred Tax	(2.32)	(13.37)
	16.81	(54.00)
Profit / Loss After Tax (PAT)
Earnings per Share
Basic & Diluted	0.10	(0.32)

FINANCIAL PERFORMANCE

During the Financial year 2023-24 the Company has earned revenue from operations of Rs.9176.28 lakhs as compared to previous year revenue from operation of Rs.6079.85 lakhs. The company has gain Net Profit of Rs.14.88 lakhs as compared previous year Net loss of Rs.67.36 Lacs.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES

The company do not recommend any dividends for the year ended 31^st March, 2024. Moreover, no amount is being transferred to reserves during the financial year 2023-24.

CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business of the Company during the year under Report. The Company is engaged in the business of manufacturing and processing of yarn.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31st March, 2024, the Company does not have any Subsidiary, Associate or Joint Venture.

CAPITAL STRUCTURE

The Authorised and Paid up Equity share Capital of the Company as on 31st March, 2024 was Rs.16,75,00,000/- (Rupees Sixteen Crore Seventy-Five lacs only) divided into 1,67,50,000 (One Crore Sixty-Seven Lacs Fifty Thousand) Equity Shares of Rs 10/- (Rupees Ten only) each. During the year, the Company has not issued any share with differential voting rights nor granted stock options or sweat equity or any convertible instrument.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 uploaded on companys website www.gujarathyspin.com

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The details of Directors and KMPs as on March 31, 2024 are as follows:

Sr. No. Name of Directors / KMPs	Designation	Appointment Date
1 Mr. Maganlal Parvadiya	Chairman & Whole-time Director	01/02/2011
2 Mr. Chandulal Parvadia	Whole-time Director	01/02/2011
3 Mrs. Bindiya Ketankumar Parvadiya	Director	01/09/2018
4 Mr. Anil Kumar	Independent Director	08/04/2019
5 Mr. Niteshkumar Kantariya	Independent Director	08/04/2019
6 Mr. Paras Parvadiya	Chief Financial Officer	01/08/2016
7 CS Naresh Kanzariya	Company Secretary & Compliance officer	10/08/2020

Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mrs. Bindiya Ketankumar Parvadiya (DIN: 08210285) Non-Executive Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mrs. Bindiya Ketankumar Parvadiya (DIN:08210285) Non-Executive Director, along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Independent Directors

The following are the Independent Directors of the Company:

1. Mr. Anil Kumar (DIN: 08405909)

2. Mr. Niteshkumar Kantariya (DIN: 08405905)

3. Mr. Mahendra Madhubhai Ghodasara (DIN 10763914)

The term of Mr. Anil Kumar (DIN: 08405909) as independent director has been completed as on 31.03.2024 and Mr. Mahendra Madhubhai Ghodasara (DIN: 10763914) has been appointed as Independent Director for the period of five years at the ensuring Annual General Meeting. Mr. Niteshkumar Kantariya (DIN: 08405905) has been re-appointed as Independent Director for second term of five years at the ensuring Annual General Meeting.

In terms of the definition of ‘Independence of Directors as prescribed under Clause 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations.

COMMITTEES

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed there under viz.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

Audit Committee

The Audit Committee comprises of 2 Non-Executive Independent Directors and 1 Executive Director. The Composition of committee is in conformity with the listing regulations. As of March 31, 2024 the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Anil Kumar	Chairman,	Independent Director
Mr. Niteshkumar Kantariya	Member	Independent Director
Mr. Maganlal Parvadiya	Member	Executive Director

During the year, the Committee met five times i.e. 29/05/2023, 02/09/2023, 09/11/2023, 05/01/2024, and 25/03/2024 and all the members are attended meetings. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. As of March 31, 2024 the Nomination and Remuneration committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Anil Kumar	Chairman,	Independent Director
Mr. Niteshkumar Kantariya	Member	Independent Director
Mrs. Bindiya Ketankumar Parvadiya	Member	Non Executive

During the year, the Committee met two times i.e., 29/05/2023 and 25/03/2024 and all the members are attended meetings.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of 1 Non-Executive Independent Directors and 2 Executive Director. The Composition of committee is in conformity with the listing regulations. As of March 31, 2024 the Stakeholders Relationship Committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Niteshkumar Kantariya	Chairman,	Independent Director
Mr. Maganlal Parvadiya	Member	Executive Director
Mr. Chandulal Parvadia	Member	Executive Director

During the year, the Committee met two times i.e., 29/05/2023 and 25/03/2024 and all the members are attended meetings.

BOARD EVALUATION

Pursuant to the section 134 (3) (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended on 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern basis;

e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on various issues, including strategy related matters pertaining to the business of the Company. The tentative calendar of Board Meetings is circulated to the Directors in advance to facilitate them and to ensure their active participation at the Meetings of the Company.

The Board meetings are held at least once in every quarter. The Board meetings are generally held at Registered Office of the Company. Agenda papers containing all necessary information / documents are made available to the Board in advance to enable the Board to take informed decisions and to discharge its functions effectively.

During the year 2023-24, the Board met seven times i.e. 29/05/2023, 02/09/2023, 09/11/2023, 05/01/2024, and 25/03/2024 requisite quorum were present at the said meetings.

The Board has established procedures to enable the Board to periodically review compliance reports of all laws applicable to the Company, prepared by the Company, as well as steps taken by the Company to rectify instances of non-compliance.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 22^nd March 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

AUDITORS

(A) Statutory Auditor

M/s. Mandaliya & Associates, Chartered Accountants (FRN: 131786W) was appointed as Statutory Auditors of the Company in the 12^th Annual General Meeting of the Members to hold office until the conclusion of the 17th Annual General Meeting of the Company to be held in the calendar year 2027 at such remuneration as may be mutually agreed to, between the Board of Directors and the Auditors.

M/s. Mandaliya & Associates, Chartered Accountants (FRN: 131786W) was tender the resignation and to fill the casual vacancy caused by resignation of M/s. Mandaliya & Associates, Chartered Accountants on 04th May 2024. The Board of Directors at its meeting held on 13th May 2024 as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. RPC & Co., Chartered Accountants, (Firm Registration No. 127123W) as the Statutory Auditors of the Company for Single Term 5 (Five) year to hold office from the conclusion of this Annual General Meeting until the conclusion of the 19th Annual General Meeting of the Company to be held in the calendar year 2029 at such remuneration as may be mutually agreed to, between the Board of Directors and the Auditors, plus applicable taxes and out-of-pocket expenses.

M/s. RPC & Co., Chartered Accountants, (Firm Registration No. 127123W) Rajkot, have conveyed their consent and eligibility certificate to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Report given by M/s. RPC & Co., Chartered Accountants, (FRN:127123W) as Statutory Auditor on the financial statements of the Company for the financial year 2023-24 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

(B) Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s. S. V. Nadiyapara & Co. Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3.

Some observations by Secretarial Auditor under report for FY2023-24 are as under:

1. Company fails to appoint Internal Auditor as per provision of Section 138 of the Companies Act, 2013.

Reply by Board: Pursuant to Section 138 of the Companies Act, 2013, The Company has not appointed an Internal Auditor due to not meet any qualified professional as per the eligibilities mentioned under the Companies Act, 2013 to act as Internal Auditor. Further Company is in process to find qualified person and will appoint a professional to act as Internal Auditor in this year.

2. The Company has not deposited of professional tax of amounting Rs.5,35,000/- for the period up to September, 2023 and Short deduction of TDS and interest thereon of Rs,3,71,000/- for the financial year 2012-13 to 2018-19 with appropriate authorities.

Reply by Board: The delay in payment of professional tax and TDS has been occurred due to weak financial position of the Company. Management also strives to make payment of statutory dues in a timely manner.

3. The Company has no functional website as per regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply by Board: The board take the note of comment and ensure that the website shall function at the earliest.

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

(C) Cost Audit

Our Company does not fall under such class of company which required to Cost Audit. As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate governance is not applicable. Although relevant information is provided in the Boards Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not falling under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE F.Y.2023-24.

During the year under report no remuneration has been paid by the Company to the directors, therefore information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2023-24 not required to disclose.

COMPANYS POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company had entered into transactions with related party in the previous years on continues basis in the ordinary course of business. All the information of transactions with related parties pursuant to section 134(3) (h) of the act read with Rule 8 (2) of Companies (Accounts) Rules, 2014 are provide in Form AOC-2. Annexure B

RISK MANAGEMENT POLICY

Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Companys risk management is embedded in the business processes and thereby reduces the risk to its possible extent. The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company. Further almost all the business operations are being carried out directly under the supervision and control of the Director leaving no scope of any fraud or irregularities.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3) of the Companies (Accounts) Rules, 2014 as under:

A) Conservation of energy:

The Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Additionally, due to consideration is given for selection of energy efficient plant & machinery while undertaking manufacturing capacity expansion, modernization & up gradation.

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

• Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

• Modernization and technological up gradation of plant & equipments.

• Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like cost reduction, product development:

• Enhanced productivity and overall operational efficiency.

• Improved cost competitiveness.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports : NIL

ii) Outgo by way of Imports : NIL

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

(a) The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible in to equity shares of the Company as on 31st March, 2024.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at work place and has also constituted an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received from the Central and State Government and continued support extended to the Company by the bankers, investors, suppliers, esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.

	For and on behalf of the Board of Directors
	Gujarat Hy-Spin Limited,
	Sd/-
	Maganbhai Parvadiya
Date: 31st August, 2024	Chairman & Whole-time Director
Place: Gondal	(DIN: 03190749)