Gujarat Inject (Kerala) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting 34^th (Thirty-Fourth) Annual Report on the
business and operations of the Company and the accounts for the Financial Year ("F.Y.")
ended on 31^st March 2025.

FINANCIAL RESULTS:

PARTICULARS	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	1904.58	578.83
Other Income	18.04	6.08
Total Revenue	1922.62	584.91
Total Expenses	1797.21	574.38
Profit Before Tax	125.41	10.53
Payment & Provision of Current Tax	23.69	2.25
Deferred Tax Expenses/(Income)	0.00	0.00
Profit After Tax	101.72	8.28

STATE OF COMPANY''S AFFAIRS:

During the period under review, the revenue of the company increased from Rs. 578.83 Lacs
to Rs. 1904.58 Lacs and therefore Profit of the company increased from Rs. 8.28 Lacs to
Rs.101.72 Lacs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your directors have decided not to
recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, there has been no transfer to of profits to the reserves.
ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025, is available on the Company''s website at

www.gujaratinject.com.

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:

Other than as stated elsewhere in this report, there were no material changes and
commitments affecting the financial position of the Company, which occurred between the
end of the financial year to which this financial statement relates on the date of this Annual
Report except to open offer made by company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the
internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating are not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holdings, subsidiary, associate or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mr. Murli Shivshankaran Nair (DIN:
02243039) Whole Time Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General
Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

There were no changes in the composition of the Board of Directors during Financial
Year Ended on 31^st March 2025, reflecting continuity in governance and leadership
throughout the period.

Board of Directors as on March 31,2025:

SR.NO.	BOARD OF DIRECTORS	DESIGNATION	DIN
1.	Murli Nair	Chairman and Whole-time director	02243039
2.	Reena Mahatma	Non-Executive Director	02846012
3.	Gautam Chauhan	Non-Executive - Independent Director	00044034
4.	Narayansinh Chauhan	Non-Executive - Independent Director	07424417

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under
the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules &
Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

During the period under review, the Separate Meeting of Independent Director of the
company was held on 18^th February 2025.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.

1. Mr. Murli Shivshankaran Nair - Whole Time Director

2. Mr. Manmeetkaur Harshdeepsingh Bhatia - Company Secretary & Compliance Officer

3. Mr. Deepak Diwan Bachwani - Chief Financial Officer

MEETINGS OF THE BOARD:

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, Five Board meetings were
convened and held on 03.05.2024, 09.05.2024, 15.05.2024, 10.06.2024, 10.08.2024, 28.09.2024,
22.10.2024, 23.01.2024, 05.02.2025 and 18.02.2025, respectively, in respect of which meetings
proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there
under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ending on 31^st March 2025, the
applicable accounting standards had been followed along with proper explanation
relating to material departures;

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 31^st March, 2025 and of the Profit of the
Company for the period ended on 31^st March, 2025.

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

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

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal
Financial Controls are adequate and were operating effectively.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at www.gujaratinject.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance and that of its
statutory committee''s Viz., Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board''s functioning such as adequacy of

the composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters
such as level of engagement and contribution, independence of judgment safeguarding the
interest of the Company and its minority shareholders etc. The entire Board carried out the
performance evaluation of the Independent Directors and also reviewed the performance of
the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting
of the Independent Directors of the Company was held on 18.02.2025 to evaluate the
performance of the Chairman, Non- Independent Directors and the Board as a whole and
also to assess the quality, quantity and timeliness of flow of information between the
management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of Directors within the overall ceilings
prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are
paid remuneration as mutually agreed between the Company and the Executive Directors
within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus;

> The remuneration including annual increment and performance bonus is decided based
on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis
the annual budget achievement, individual''s performance vis-a-vis Key Result Areas
(KRAs) / Key performance Indicators (KPIs), industry benchmark and current
compensation trends in the market.

COMMITTEES:

The Company has constituted the respective committees applicable to the Company during
the period under review. The details of the same is mentioned in the Corporate Governance
Report. Further the Company has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors
of the Company and therefore do not call for any comments under Section 134 of the Act.
The Auditors'' Report is attached with the Financial Statements in this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made
thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm Registration No.
118330W), were appointed as Statutory Auditors of the Company to hold office from the
Conclusion of the 30th Annual General Meeting (AGM) till conclusion of the 35th Annual
General Meeting (AGM) of the company.

The Auditors'' Report on the accounts of the Company for the financial year ended on March
31, 2025 is self-explanatory and do not call for further explanations or comments that may be
treated as adequate compliance of Section 134 of the Companies Act, 2013. As required
under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that
they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. Utkarsh Shah & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial
year ended 31^st March 2025. The Secretarial Audit Report in Form No. MR - 3 for the
financial year ended 31^st March 2025 is annexed to this report as ''Annexure - A''.

The Secretarial Auditor has made an observation and Board of Directors of your Company
has already Complied on the respective Observations.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the
Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to
Financial Statements. During the year, such controls were tested and no reportable material
weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial
results including revised disclosures to the Audit Committee. The approach and changes in
policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by
the Internal Auditors. Internal Audit observations and corrective action taken by the
Management were presented to the Audit Committee. The status of implementation of the
recommendations were reviewed by the Audit Committee on a regular basis and concerns if
any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.

SHIFTING OF REGISTERED OFFICE

Your Directors are informed that, the proposal of shifting of Registered office from the State
of Rajasthan to Gujarat has been placed before the shareholders for approval. The shifting is
proposed pursuant to change of management of the Company.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary
course of business and on an arm''s length basis. However, the Company has not entered into
any related party transaction, as provided in Section 188 of the Companies Act, 2013, with
the related party. Hence, Disclosure as required under Section 188 of the Companies Act,
2013 is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company''s Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2024-25. The details regarding the same is enclosed as
''Annexure - B''.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
''Annexure - C''.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for F.Y. 2024-25, as per Regulation 34(3) read with
Schedule V of the Listing Regulations along with the Certificate from Practicing Company
Secretary confirming the compliance with the conditions of Corporate Governance forms
part of this Annual Report.

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 per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report is not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured
basis on replacement value. The scope of coverage, insurance premiums, policy limits and
deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and
environment safety has been one of the key concerns of the Company. It is the constant
endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers,
Vendors, Banks and other business partners for the excellent support received from them
during the year. The Directors place on record unstinted commitment and continued
contribution of the Employee to the Company.

For and on behalf of the Board
Gujarat Inject Kerala Limited

Murli Shivshankaran Nair
Chairman & Whole Time Director
DIN: 02243039

Date: 08.09.2025
Place: Vadodara

---

Mar 31, 2024

Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended on March 31, 2024.

Financial Performance (in Hundreds '')

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	5,78,834.77	17,376.62
Other Income	6,064.31	43,254.10
Total Income	5,84,919.08	60,630.72
Operating Expenditure before Finance Cost, Depreciation and Amortization	5,74,348.32	55,076.67
Earnings before Finance Cost, Depreciation and Amortization	10,570.76	5,554.05
Less: Finance Cost	44.47	5.01
Depreciation and Amortization Expenses	0.00	0.00
Profit/(Loss) before Tax	10,526.29	5,549.04
Less: Tax Expense	2,250.00	1,444.40
Profit/(Loss) after Tax (PAT)	8,276.29	4,104.64

Review of Performance

In the financial year 2023-24, the Company earned Rs. 5,78,834.77 Hundreds from revenue from operations compared to Rs. 17,376.62 Hundreds to that of previous financial year 2022-23. The Company has earned profit after tax of Rs. 8,276.29 Hundreds during the financial year 2023-24 as compared to profit of Rs. 4,104.64 Hundreds in the financial year 2022-23.

The Board of Directors expects a growth in the Revenue from Operations and ultimately an increase in the Net Profit over the upcoming Financial Years.

Dividend & Reserves

Your Directors regret to recommend any dividend for the year 2023-24 (previous year Nil).

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the Balance Sheet.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Changes to Share Capital Authorised share capital:

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 7,00,00,000.00 divided into 7000000 Equity Shares of Rs. 10.00 each to Rs. 15,00,00,000.00 divided into 15000000 Equity Shares of Rs.10.00 each vide special resolution passed in the Extra-Ordinary General Meeting held on January 20, 2024 through video conference or other audio visual means.

As on the date of the report, the authorized share capital of the company is Rs. 15,00,00,000.00 (Rupees Fifteen Crore Only) divided into 15000000 equity shares of Rs. 10.00 (Rupees Ten Only) each.

Issued, Subscribed and Paid-up share capital:

During the year under review,

1) vide Special Resolution passed by the Members at their Extra Ordinary General Meeting 01/2023-24 held on Saturday, January 20, 2024, through Video Conferencing ("VC”) / Other Audio-Visual Means (“OAVM”), the company had allotted 9750000 fully convertible Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rs. 10.00 each, on a preferential basis, to persons other than the Promoters and Promoter Group at price of Rs 10 00 per Warrant

Particulars	No. of Shares	Amount (in Rs.)	Total (in Rs.)
Issued Capital	11306500	10.00	11,30,65,000.00
Subscribed Capital	11306500	10.00	11,30,65,000.00
Fully Paid-up	11278100	10.00	11,27,81,000.00
Partly Paid-up	28400	5.00	1,42,000.00
Paid-up Capital	11306500	NA	11,29,23,000.00

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board

During the Financial Year 2023-24, the Board of the Company comprises of four Directors out of which one is Whole Time Director, one is Non-Promoter Non-Executive Director and rest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

		Date of Appointment at current term	Total Directorship in other Companies~	No. of CommitteeA
Name of Director	Category Cum Designation			in which Director is Member	in which Director is Chairman	No. of Shares held as on 31st March, 2024
Mr. Murli Nair	Whole Time Director	June 15, 2019	1	1	-	91,037 Equity Shares
Ms. Reena	Non-Executive	September	5	1		18,375 Equity
Mahatma	Director	30, 2016				Shares
Mr. Gautam	Independent	October 1,	2	2		64,258 Equity
Chauhan	Director	2020				Shares
Mr. Narayansinh	Independent	October 1,	6	8	3
Chauhan	Director	2020

~ Excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs.

^ACommittee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 10 (Ten) times viz; May 22, 2023; August 14, 2023; September 07, 2023; November 06, 2023; November 22, 2023; December 16, 2023; February 08, 2024; February 13, 2024; March 16, 2024; March 23, 2024.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

		Ms. Reena Mahatma	Mr. Gautam Chauhan	Mr.
Name of Director	Mr. Murli Nair			Narayansinh Chauhan
Number of Board Meeting held	10	10	10	10
Number of Board Meetings Eligible to attend	10	10	10	10
Number of Board Meeting attended	10	10	10	10
Presence at the previous AGM	Yes	Yes	Yes	Yes

Changes in Directors

During the Financial year 2023-24, there was no change in the Directorship of the Company.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Ms. Reena Mahatma (DIN - 02846012), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting. She, being eligible, offers herself for re-appointment as such. The Board of Directors recommends her appointment on the Board.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this report, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on March 23, 2024 to review the performance of Non-Independent Directors and Board as whole and of the chairman and assess the quality, quantity and timeliness of flow of information between Company Management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.gujaratinject.in. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Murli Nair who is acting as Whole Time Director and Chief Financial Officer of the Company and Mr. Monil Shah was a Company Secretary and Compliance Officer.

During the previous Financial Year 2022-23, Mr. Monil Shah has resigned as the Company Secretary and Compliance Officer of the company w.e.f. March 15, 2023. Company have appointed Ms. Manmeetkaur Harshdeepsingh Bhatia as the Company Secretary and Compliance Officer from June 10, 2024.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

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

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit

Committee met 5 (Five) times during the financial year 2023-24 viz; May 22, 2023; August 14, 2023; November 06, 2023; December 16, 2023; February 13, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2023-24
Mr. Narayansinh Chauhan	Chairman	5
Mr. Murli Nair	Member	5
Mr. Gautam Chauhan	Member	5

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.gujaratinject.in.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, the Nomination and Remuneration Committee met 3 (Three) times viz; May 22, 2023; September 07, 2023; March 23, 2024, to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2023-24
Mr. Narayansinh Chauhan	Chairman	3
Ms. Reena Mahatma	Member	3
Mr. Gautam Chauhan	Member	3

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

> The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

> A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

> In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.guiaratinject.in.

3. Stakeholders’ Grievances and Relationship Committee

The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship Committee met 3 (Three) times viz; May 22, 2023; September 07, 2023; March 23, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Director	Designation	Committee meeting attended in the F.Y. 2023-24
Mr. Narayansinh Chauhan	Chairman	3
Ms. Reena Mahatma	Member	3
Mr. Gautam Chauhan	Member	3

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31^st March, 2024.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31^st March 2024 is available on the Company’s website at www. guiaratiniect. in

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company and the date of this report except Change of Registered office from One State to Another i.e. outside the jurisdiction of existing ROC Ernakulam to the ROC Ahmedabad on May 27, 2024.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. TECHNOLOGY ABSORPTION -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning of the financial

year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv. ) The expenditure incurred on Research and Development: None

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

Disclosure of Remuneration

The Company has not paid any remuneration to Directors of the Company and accordingly disclosures for remuneration are not provided.

Internal financial control

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S. Mandawat & Co., Chartered Accountant, (Firm Registration No. 118330W), were appointed as Statutory Auditors of the Company to hold office from the Conclusion of the 30^th Annual General Meeting (AGM) till conclusion of the 35^th Annual General Meeting (AGM) of the company.

The Auditors’ Report on the accounts of the Company for the financial year ended on March 31, 2024 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand Lavingia, practicing company secretary, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 23-24. The Secretarial Audit Report is annexed herewith as Annexure - E.

The above reports contain remark regarding

1. Company Secretary as required under Section 203 of the Companies Act, 2013 has resigned w.e.f. March 15, 2023;

2. The Company had not appointed qualified Company Secretary as Compliance Officer as required under Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 since March 15, 2023 till June 10, 2024;

3. Statutory Auditor of the Company is not subjected to Peer Review and does not hold any valid Peer Review Certificate.

4. Company had not appointed Internal Auditor and Secretarial Auditor during the year under review. However they are

appointed for F.Y. 2023-24 on May 03, 2024.

Your directors submit that the Company takes following measures to timely comply with the entire requirements:

Company has appointed Ms. Manmeetkaur Harshdeepsingh Bhatia as the Company Secretary and Compliance Officer from June 10, 2024. Company has asked auditor to make their firm peer reviewed. Company has appointed Internal Auditor and Secretarial Auditor on May 03, 2024.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board’s Report as “Annexure - A”.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution. Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by your Company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company’s operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.

Registered office: By order of the Board of Directors

Shop No. 15, K-Tower, Haveli Resident Cum For, GUJARAT INJECT KERALA LIMITED

Plaza, Air Force Station, Makarpura, Vadodara CIN: L46309GJ1991PLC151872

- 390 014, Gujarat, India

Murli Shivshankaran Nair

Place: Vadodara Whole Time Director

Date: August 10, 2024 DIN: 02243039

---

Mar 31, 2011

To The Members of Gujarat Inject (Kerala) Limited

The Directors have pleasure in presenting the 20th Annual Report of the company and Audited Statement of Accounts for the year ended 31st March,2011.

Financial results:

Current year Previous year (Apr'10-Mar'11) (Apr'09-Mar'10)

Profit/Loss before Depreciation and Tax - -

Less : Depreciation - -

Less : Provision for Income tax for earlier year - 11190

(Profit /Loss) : for the year (-) 157817 137207416

Add (Less) : Profit/Loss brought forward from previous year (-)112925947 (-)250122173

Balance carried to Balance Sheet (-)113083764 (-)112925947

dividend :

Since the company has not made profits during the year, your directors regret for not recommending Dividend for the financial year ended 31st March, 2011.

Review of workings and Operations:

The company did not have the production activities for the year under review since IFCI has sold the Assets of company under the provisions of SARFACIE Act. Hence, company could not carry out any activities without assets.

The DRT matter as lodged by IFCI against the company is under adjudication. Final order confirming settlement of the matter is awaited. Promoters are looking for prospective buyers for Sale of Company as per SEBI guidelines.

Fixed Deposits :

In terms of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975, the Company has not accepted or renewed any Deposit during the year under review.

Particulars of EMPLOYEES:

As regards the details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988 as amended, no employee in the Company drawing remuneration above the specified limit and hence not provided.

Conservation of energy, technology absorption and foreign exchange earnings and OUTGO:

AS COMPANY DID NOT CARRY OUT COMMERCIAL ACTIVITIES FOR THE YEAR UNDER REVIEW AS WELL AS PREVIOUS YEAR , INFORMATION IN RESPECT OF SECTION 217(1)(e) OF COMPANIES ACT IS NOT APPLICABLE.

directors:

During the year under review, Mrs. lla Mankodi retires by rotation and being eligible, offers herself for reappointment.

Dematerialisation of shares :-

As on 31-03-2011 16,45,150 equity shares have been dematerialized, out of which 1392585 shares have been dematerialized with NSDL and balance 252565 with CDSL.

These details are provided based on last data available. No further transaction has taken place thereafter.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of listing agreement with stock exchange. More details in respect of date of meetings etc. provided in the report of Corporate Governance forming part of this report.

Auditors' REPORT:

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

NOTE nO. 09 During the year 97-98 promoters had decided to infuse funds by way of equity capital to tie over the financial difficulties. Accordingly the authorized capital has been enhanced by Rs. 2 Crores in the EGM. But, on sudden demise of the main Promoter Sri. Y.R. Mankodi the promoters could not proceed further in the matter.

Non Provision of Interest :-It is to be mentioned that with respect to the auditor's note on Non provision of interest for the current book balances of secured lenders, the same has been explained in the notes to accounts. To avoid duplication, the same has not been explained here.

auditors: M/s. Krishnamoorthy and Krishnamoorthy, Chartered Accountants, retiring auditors hold office upto the ensuing Annual General Meeting and are eligible for reappointment. They have submitted a certificate for their eligibility for reappointment under Section 224 (1B) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to section 217(2AA) of the Companies Act, 1956,the Directors confirm the following in respect of the audited accounts for the period ended 31st March 2010.

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2. That 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 affairs of the company at the end of the financial year and the profit/loss of the company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

Corporate governance

In pursuance of Clause 49 of Listing Agreement with the stock exchanges, the corporate governance report and management discussion and analysis report are given elsewhere and forming part of this report.

Acknowledgements :

Your Directors gratefully acknowledge the support and service rendered to the Company by KSIDC, Bankers, Financial Institutions, Government Authorities, Shareholders and Associates.

Your Directors also gratefully acknowledge the spirit and dedication of the employees, who have in their untiring efforts to improve and strengthen the working of the Company.

Date :1st Sept 2011. By the order of the Board of Directors of

Place : Gujarat Inject (Kerala) Limited

Pampampallam

Pudussery East

Palakkad (Kerala) Ila Y Mankodi Dwipa Y Mankodi

(Director) (Director)

---

Mar 31, 2010

To The Members of GUJARAT INJECT (KERALA) LIMITED

The Directors have pleasure in presenting the 19th Annual Report of the company and Audited Statement of Accounts for the year ended 3111 March, 2010.

FINANCIAL RESULTS:

Current year Previous year (Apr'09-Mar'10) (Apr"08-Mar'09) (Rs. in lacs) (Rs. in lacs)

Profit/Loss before Depreciation & Tax -- (-)24.31

Less: Depreciation -- 29.74

Less : Provision for Income tax for earlier year 1.11 0.24

(Profit /Loss) : for the year (-)137.20 (-)54.05

Add (Less): Profit/Loss brought forward from previous year (-)2501.22 (-)2447.13

Balance carried to Balance Sheet (-)l12.92 (-)2501.22

DIVIDEND :

Since the company has not made profits during the year, your directors regret for not recommending Dividend for the financial year ended 31st March, 2010.

REVIEW OF WORKINGS & OPERATIONS:

The company did not have the production activities for the year under review since IFCI has sold the Assets of company under the provisions of SARFACIE Act. Hence, company could not carry out any activities without assets.

A Final Settlement benefits have been paid by IFCI to the employees of company and matter has been settled before the District labour Office, Palakkad. Pending eases in the Labour Court has also been withdrawn by the workers.

The DRT matter as lodged by IFCI against the company is under adjudication. After taking over the assets of the company, the Company has sent necessary request to IFCI to withdraw pending cases against the company and its promoters and issue No Due Certificate to the company.

Promoters are looking for prospective buyers for Sale of Company / promoter's stake as per SEBI guidelines.

FIXED DEPOSITS :

In terms of Section 58A of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules 1975, the Company has not accepted or renewed any Deposit during the year under review.

PARTICULARS OF EMPLOYEES:

As regards the details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988 as amended, no employee in the Company drawing remuneration above the specified limit and hence not provided.

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

AS COMPANY DID NOL CARRY OUT COMMERCIAL ACTIVITIES FOR THE YEAR UNDER REVIEW AS WELL AS PREVIOUS YEAR , INFORMATION IN RESPECT OF SECTION 217(1 )(E) OF COMPANIES ACT IS NOT APPLICABLE.

DIRECTORS:

During the year under review, Ms. Ami Mankodi retires by rotation and being eligible, offers herself for reappointment.

DEMATERIALISATION OF SHARES

As on 31-03-2010 16,45,150 equity shares have been dematerialized, out of which 1392585 shares have been dematerialized with NSDL and balance 252565 with CDSL.

These details are provided based on last data available. No further transaction has taken place thereafter.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of listing agreement with stock exchange. More details in respect of date of meetings etc. provided in the report of Corporate Governance forming part of this report.

AUDITORS' REPORT:

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

NOTE NO. 09 During the year 97-98 promoters had decided to infuse funds by way of equity capital to tie over the financial difficulties, Accordingly the authorized capital has been enhanced by Rs. 2 Crores in the EGM. But, on sudden demise of the main Promoter Sri. Y.R. Mankodi the promoters could not proceed further in the matter.

Non - Provision of Interest:- It is to be mentioned that with respect to the auditor's note on Non provision of interest for the current book balances of secured lenders, the same has been explained in (he notes to accounts. To avoid duplication, the same has not been explained here.

AUDITORS: M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, retiring auditors hold office upto the ensuing Annual General Meeting and are eligible for reappointment. They have submitted a certificate for their eligibility for reappointment under Section 224 (IB) of the Companies Act. 1956.

DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to section 217(2AA) of the Companies Act, 1956,the Directors confirm the following in respect of the audited accounts for the period ended 31 st March 2010.

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2. That 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 affairs of the company at the end of the financial year and the profit/loss of the company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANANCE

In pursuance of Clause 49 of Listing Agreement with the stock exchanges, the corporate governance report and management discussion and analysis report are given elsewhere and forming part of this report.

ACKNOWLEDGEMENTS :

Your Directors gratefully acknowledge the support and service rendered to the Company by KS1DC, Bankers, Financial Institutions, Government Authorities, Shareholders and Associates.

Your Directors also gratefully acknowledge the spirit and dedication of the employees, who have in their untiring efforts to improve and strengthen the working of the Company.

Date : 1st Sept 2010.

By the order of the Board of Directors of

Place : GUJARAT INJECT (KERALA) LIMITED

Pampampallam

Pudussery East

Palakkad (Kerala) lla Y Mankodi; Dwipa Y Mankodi (Director). (Director)

---

Mar 31, 2009

To The Members of GUJARAT INJECT (KERALA) LIMITED

The Directors have pleasure in presenting the 18th Annual Report Of the company and Audited Statement of Accounts for die year ended 31st March, 2009,

FINANCIAL RESULTS:

Current year Previous year (Apr'08-Mar'09) (Apr'07-Mar'08) (Rs. in lacs) (Rs. in lacs)

Profit Loss before Depreciation & Tax (-) 24.31 (-)34.63

Less: Depreciation 29.74 48.17

Less : Provision for Income tax for earlier year 0.24 0.16

Profit loss : for the year (-)54.08 (-)82.98

Add Less : Profit Loss brought forward from previous year (-)1244743 (-)2364.16

balance carried lo Balance Sheet (-)2501.22 (-) 2447.13

DIVIDEND :

Since the company has not made profits during the year, your Directors regret for not recommending Dividend for the financial year ended 31 st March, 2000.

REVIEW OF WORKINGS & OPERATIONS:

The company could not restart the production activities for the year under review. As reported in last year review, the company had suspended the production activities from December 2007 and onwards due to shortage of plastic material.

The company was persuading Fresenius- Kabi India(Pvt) Ltd to restart the operations , In the mean time, 1KCI issued a notice sec 13(2) of SARFACIE Act 2002 on 18th Feb 2008. Due to these legal uncertainties and non viability of operations due to sharp increase in fuel and raw material prices, production activities could not be restarted .

The company continued the negotiation with various parties interested in either joint venture or outright purchase of the assets of GIKL but this could not materialise.

Finally, in the month of November 2008 IFCI took over the possession of entire assets such as plant, machinery, land and building under SARFACIE Act and put it to Sale under in the month of December 2008. The property of the company which was mortgaged and charged in favour of I FC1 have been sold off.

The DRT matter as lodged by IFCI is under adjudication. After taking over the assets of the company. the Company has sent necessary request to 1I-CI to withdraw pending cases against the company and its promoters.

FIXED DEPOSITS:

In terms of Section 58A of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules 1975. we report that the Company has not accepted or renewed any Deposit during the year under review.

INSURANCE:

All the properties and insurable interest of your Company are adequately insured.

PARTICULARS OF EMPLOYEES:

As regards the details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1988 as amended, no employee in the Company drawing remuneration above the specified limit of salary and hence not provided.

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

Information pursuant to section 217(1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules. 1988 is given in Annexure A to the Report and forms part of the same.

DIRECTORS:

During the year Linder review. Dwipa Mankodi retires by rotation and being eligible, offers herself for reappointment.

DEMATERIALISATION OF SHARES

As on 31-03-2009 16.45.150 equity shares have been dematerialized, out of which 1392585 shares have been dematerialized with NSDL and 252565 with CDSL.

AUDIT COMMITTEE:

During the year the a Lid it committee meetings were conducted as per the provisions of listing agreement with stock exchange. More details in respect of date of meetings etc. provided in the report of Corporate Governance forming part of this report.

AUDITOR'S REPORT:

Further to the qualification of the auditors in their report, the directors hereby give their representation, point wise, as under

Interest payable to FI accounted on cash basis: the company being a BIFR company and not in operation, the payment made to FI towards repayment was well as interest was depending on availability of fund and hence accordingly the payment towards interest have been accounted on cash basis. As a result, the loss of the company will be reduced to that extent.

Preparation of accounts on going concern basis :- The company is SICK company and the entire assets of the company has been taken over by the IFCI under securitization act and board is of the view that the same will continue by new buyer to be appointed by the IFC I and hence accounts are prepared accordingly.

Non provision of depreciation on the part of fixed assets: the company has not provided for the depreciation on the fixed assets which were imported and acquired through foreign exchange was mainly due to the reason that the company could not arrived to the exact figure of the assets on fluctuation of foreign exchange and as a result the loss is reduced to that extent.

Non - Provision of Interest It is to be mentioned that with respect to the auditor s note on Non provision of interest for the current book balances of secured lenders, the same has been explained in the notes to accounts. To avoid duplication, the same has not been explained here.

NOTE NO. 09 During the year 97-98 promoters had decided to infuse funds by way of equity capita! to tie over the financial difficulties. Accordingly the authorized capital has been enhanced by Rs. 2 Crores in the FGM. But. on sudden demise of the main Promoter Sri. Y.R. Mankodi the promoters could not proceed further in the matter.

AUDITORS: M/s. Krishnamoorthv & Krishnamoorthy. Chartered Accountants, retiring auditors hold office upto the ensuing Annual General Meeting and are eligible tor reappointment. They have submitted a certificate for their eligibility tor reappointment under Section 224 (1 B) of the Companies Act. 1956,

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to section 2I7(2AA) of the Companies Act. 1956.the Directors confirm the following in respect of the audited accounts for the period ended 31st March 2009.

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

2. That 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 slate affairs of the company at the end of the financial year and the profit/loss of the company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANANCE

In pursuance of Clause 49 of Listing Agreement with the stock exchanges, the corporate governance report and management discussion and analysis report are given elsewhere and forming part of this report.

ACKNOWLEDGEMENTS :

Your Directors gratefully acknowledge the support and service rendered to the Company KSIDC. Bankers, Financial Institutions. Government Authorities. Shareholders and Associates.

Your Directors also gratefully acknowledge the spirit and dedication of the employees, who have in their untiring efforts to improve and strengthen the working of the Company.

By the order of the Board of Directors of

Registered Office: GUJARAT INJECT (KERALA) LIMITED Pampanipallam

Pudussery East

Palakkad(Kerala)

Date : - 1st Sept 2009 lla Y Mankodi Dwipa Y Mankodi

(Director) (Director)