G. G. AUTOMOTIVE GEARS LIMITED.
Your Directors have great pleasure in presenting 45TH ANNUAL REPORT along with theAudited Balance Sheet and Profit and Loss Account for the year ended 31st March 2019.
1. FINANCIAL RESULTS:
| ||(Rs. in INR) |
|Particulars ||Year ended |
| ||31.03.2019 ||31.03.2018 |
|Profit Before Interest and Depreciation ||99335534 ||80225441 |
|Less: Finance Cost ||23637667 ||16065998 |
|Less: Depreciation ||28762800 ||27822077 |
|Profit before tax ||46935067 ||36337366 |
|Less: Current Tax ||9000000 ||5644696 |
|Deferred Tax ||1979642 ||4380321 |
|Profit After Tax ||35955426 ||26312350 |
|Less: Foreign Exchange Fluctuation Gain - Unrealized || ||(8858551) |
|Profit for the Year ||35955426 ||17453799 |
2. FINANCIAL OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:
During the year your Company has reported a total turnover of Rs. 547391446/-(Rupees Fifty-Four Crores Seventy-Three Lakhs Ninety-One Thousand Four Hundred andForty-Six Only). However the total expenditure incurred by the Company during the yearunder review amounted to Rs. 507264939/- (Rupees Fifty Crores Seventy-Two LakhsSixty-Four Thousand Nine Hundred Thirty-Nine Only)
During the year due to Better and favorable market conditions your Company hasreported an increased amount of net profit after tax of Rs. 35955426/- (Rupees ThreeCrores Fifty-Nine Lakhs Fifty-Five Thousand Four Hundred and Twenty-Six only) as comparedto net profit of Rs. 17453799/- (Rupees One Crores Seventy-Four Lakhs Fifty-ThreeThousand Seven Hundred and Ninety-Nine Only) in previous year. Your Directors are takingcontinuous efforts to increase the profits turnover through aggressive sales campaign andincreasing production capacities with the quality.
3. TRANSFER TO RESERVES:
There are no transfers to any specific reserves during the year.
Your directors do not recommend dividend for the financial year ended 31st March 2019with a view to conserve the resources use it for purchase of machines & expansion ofdivisions for better manufacturing facilities.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company does not have any subsidiaries as on 31st March2019 and hence not required to publish Consolidated Financial Statements.
6. PUBLIC DEPOSITS:
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
7. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES:
During the year under review 9 Board Meeting were held.
8. COMMITTEES OF THE BORAD:
The Company's Board has the following committees:
1. Audit Risk and Compliance Committee
2. Nomination and Remuneration Committee
3. Shareholders/Investors Grievance Committee (Stakeholders' Relationship Committee)
The said committee consists of 3 (Three) Members out of which 2 (Two) members areIndependent and 1 (one) is Promoter Director.
During the year there were in total 4 Audit Committee Meetings 3 Nomination &Remuneration Committee and 4 Stakeholders Relationship Committee were held.
9. INDUSTRIAL RELATIONS:
Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Kennedy Ram Gajra Re-Appointment as a Managing Director for A Period of Three Yearswith Effect From 1stJuly 2018 to 30th June 2021and payment of remuneration to Mr.Kennedy Ram Gajra as a Managing Director of the Company subject to approval of members inthe ensuing General Meeting.
Mr. Pravin Kumar Shishodiya (DIN: 03011429) and Mr. Shailendra Ajmera (DIN:02138042)re-appointed as a Non-Executive Independent Director of the Company for secondterm of 5 (Five) consecutive years for the period starting from 1stApril 2019 to31stMarch 2024 subject to approval of members in the ensuing General Meeting.
The Independent Directors of your Company are not liable to retire by rotation. ShriKennedy Gajra Managing Director & CEO Mr. Anmol Gajra Wholetime Director Shri.Narayan Shrivas CFO and Ms. Shreya Thombre appointed as a Company Secretary of theCompany w.e.f. 22nd June 2018are the Key Managerial Personnel of your Company inaccordance with the provisions of Sections 2(51) 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) for the time being in force).
During the year there is no change in the Composition of Key managerial Prsonnel of theCompany except Appointment of Ms. Shreya Thombre as a Company Secretary w.e.f. 22nd June2018:
Disclosure Relating to Remuneration of Directors Key Managerial Personnel andparticulars of Employees:
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
The Managing Director & CEO of your Company does not receive remuneration from anyof the subsidiaries of your Company.
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure VI to this report.
11. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited Mumbai. However thetrading of Shares has been suspended by BSE.
Your Company received Listing Approval for 1077267 (Ten Lakhs Seventy-Seven ThousandTwo Hundred Sixty-Seven) Bonus Equity Shares kept in abeyance dated 23rd May 2018 andsubsequently Trading Approval dated 26th September 2018 from Bombay Stock Exchange fortrading said 1077267 (Ten Lakhs Seventy-Seven Thousand Two Hundred Sixty-Seven) BonusEquity Shares kept in abeyance. The said shares also listed at Bombay Stock Exchangew.e.f. 27th September 2018.
Further your company has already in progress to obtaining in-principle approval fromBombay Stock Exchange for Revocation of Company.
12. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.
13. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby con firms.
i) That in the preparation of the annual accounts the applicable accounting standardhad been followed along with proper explanation relating to material departures.
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating.
14. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
15. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
The said policy is available on the website of the Company under the following linkhttps://www.ggautomotive.com/wp-content/uploads/2019/06/Nomination-Remuneratio-n-Policy.pdf.
16. COMMENTS ON AUDITOR'S REPORT:
There are no quali cations reservations or adverse remarks or disclaimers made by M/s.Mukesh & Associates Statutory Auditors in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.
17. STATUTOY AUDITORS:
M/s. S. C. Kabra & Co. Chartered Accountants having firm registration No.000337C vacated as a Statutory Auditor due to expired Validity of Peer Review Certi catew.e.f. 14th August 2018. M/s. Mukesh & Associates Chartered Accountants (FRN:106599W) appointed as Statutory Auditors of the Company in the Board Meeting held on 31stAugust 2018 and subsequently take members approval by passing of Postal Ballot Resolutiondated 15th November 2018 to hold office till the conclusion of the ensuing annual generalmeeting.
" RESOLVED THAT pursuant to the provisions of Section 139 and otherapplicable provisions if any of the Companies Act 2013 and other Rules framedthereunder and pursuant to the recommendation of the Audit Committee of the Board ofDirectors M/s. Mukesh & Associates. Chartered Accountants having firm registrationno 106599W Mumbai be and are hereby appointed as Statutory Auditors of the Company tohold office from the conclusion of this Annual General Meeting (AGM) to the conclusion ofFiftieth AGM of the Company (Subject to rati cation of the appointment by the members atevery AGM held after this AGM) on remuneration of Rs. 250000/- (Two Lakhs FiftyThousand Only) as mutually decided by the Board of Directors."
The resolution for their appointment is put forward for your approval in the ensuingAnnual General Meeting.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There are no Loans Guarantees or Investment made by the Company under Section 186 ofthe Companies Act 2013.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as- AnnexureIV
All Related Party Transactions are presented to the Audit Committee and the Board. Astatement of all related party transactions is presented before the Audit Committeespecifying the nature value and terms and conditions of the transactions.
20. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto markedAnnexure III and forms part of this report.
21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been available on the Company's website:https://www.ggautomotive.com/whistleblower-policy.
22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is annexed to this report under annexure no. VI.
23. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:
The Company operates as a single entity with no subsidiaries or Joint Venture orAssociate Companies as explained within the meaning of the Companies Act 2013. Since theCompany has no Joint Venture or Associate Companies the company is not required to giveinformation in AOC-1 as required under Companies Act 2013.
24. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed M/s. HS Associates PracticingCompany Secretary; to conduct the Secretarial Audit and their Report on Company'sSecretarial Audit is appended to this Report as Annexure I.
1. 100% Promoter Shareholding is not in demat from as per Regulation 31 of LODR.
1. The Company has in progress to demat Promoter Shareholding to be complied with laws.
25. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013 the Company has appointed M/s. S.N.Gadiya & Co. internal auditors for the year to 2019-2020 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.
26. PARTICULARS OF EMPLOYEES:
There are no employees in the Company who if employed throughout the financial yearwere in receipt of remuneration whose particulars if so employed are required to beincluded in the report of the Directors in accordance with the provisions of Rule 5 (2)and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within theCompany as there are no female employees in the Company.
Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters lenders business associates includingdistributors vendors and customers the press and the employees of the Company.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||FOR G. G. AUTOMOTIVE GEARS LIMITED |
| ||SD/- |
| ||KENNEDY RAM GAJRA |
|Date: 27th July 2019 ||(CHAIRMAN CUM MANAGING DIRECTOR) |
|Place: Dewas Madhya Pradesh. ||DIN: 02092206 |