Revised Annual Secretarial Compliance Report for 31st March, 2025
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Gujarat Toolroom Ltd has submitted a revised Annual Secretarial Compliance Report for the financial year ending March 31, 2025, as required under SEBI LODR regulations. During the year, the company undertook major capital actions: authorized capital was raised from ₹56 crore to ₹140 crore through two EGMs, nearly 57 crore equity shares were allotted via Qualified Institutional Placement (QIP) private placements in October and December 2024, and over 116 crore equity shares were issued as bonus shares to existing shareholders in February 2025. The Practicing Company Secretary flagged several non-compliance issues, including the audit report not being signed by the CFO and Company Secretary, board composition not meeting SEBI norms, no Company Secretary/Compliance Officer or CFO appointed, and failure to file Form PAS-3 for the bonus share allotment with the Registrar of Companies. Additionally, the company website is not fully updated and an SGST search and seizure was conducted at the company on March 11, 2025.
The multiple governance lapses — missing CFO, no Company Secretary, non-compliant board composition, and the SGST search — raise serious red flags about the company's internal controls and regulatory standing. Existing shareholders should note the dilutive impact of the massive bonus issue and QIP allotments, while the compliance failures could attract regulatory scrutiny and penalties from SEBI or stock exchanges.